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Walt Disney

An unprecedented look at the life and legacy of one of America's most enduring and influential storytellers.

Film Description

In 1966, the year Walt Disney died, 240 million people saw a Disney movie, 100 million tuned in to a Disney television program, 80 million bought Disney merchandise, and close to seven million visited Disneyland. Few creative figures before or since have held such a long-lasting place in American life and popular culture.

From Steamboat Willie to Pinocchio to Mary Poppins, Disney’s movies grew out of his own life experiences. He told stories of outsiders struggling for acceptance and belonging, while questioning the conventions of class and authority. As Disney rose to prominence and gained financial security, his work became increasingly celebratory of the American way of life that made his unlikely success possible. Yet despite the success he achieved, he was driven and restless, a demanding perfectionist on whom decades of relentless work and chain-smoking would take their toll. He wanted his films to make people feel deeply, yet he often buried his own emotions. Aspiring to create great artistic films, he felt he wasn’t taken seriously by the movie industry and was stung when critics panned his productions. Never satisfied with his previous efforts, he always pushed forward to a “new adventure,” but his attention to detail and quest for innovation frequently meant delays and cost overruns. When his employees organized and went on strike, Disney felt betrayed, unable to understand how people who worked for him could be unhappy; years later he called them “communists” before the House Un-American Activities Committee.

A polarizing figure — though true believers vastly outnumber his critics — Disney’s achievements are indisputable. He created one of the most beloved cartoon characters in history, Mickey Mouse; conceived the first-ever feature-length animated film, Snow White and the Seven Dwarfs; pioneered the integration of media and marketing with thousands of branded products; and conceived Disneyland, the world’s first theme park and a three-dimensional realization of his own utopian universe.

This unprecedented look at the life and legacy of one of America’s most enduring and influential storytellers features rare footage from the Disney archives, scenes from some of his greatest films, and interviews with biographers and historians, animators and artists who worked on Snow White and other early films, and designers who helped create Disneyland.

Major Funding For Walt Disney
National Endowment For The Humanities
Any views, findings, conclusions or recommendations expressed in this film do not necessarily represent those of the National Endowment For The Humanities.

A Sarah Colt Productions Film with the participation of Arte for American Experience.

Transcript

Floyd Norman: Every time Walt walked down a hallway, he would give a loud cough. It was a warning sign so we would know that the boss was in the area.

Richard Sherman, Songwriter: In Bambi, there's a line when "Man is in the forest," there was danger. You have to be worried. We'd hear Walt coughing coming down the hall, and one of the guys would say, "Man is in the forest." And we'd all get ready for Walt.

Rolly Crump, Imagineer: He walked through the door and, you know, pins would drop. You couldn't hear anything. His personal power walked right with him.

Richard Sherman, Songwriter: There was no joking around. He would sit down, he'd say, "Okay, guys, what you got?" And I would say, "I got a great idea," and Walt would say, "We'll tell you if you have a great idea. You have an idea."

Narrator: Walt Disney was an international celebrity by the time he was 30, hailed a genius before he was 40, with honorary degrees from Harvard and Yale. He built a media and entertainment company that stands as one of the most powerful on the planet...

Walt Disney (archival): This little fellow is Bashful.

Narrator: …won more Academy Awards than anybody in history, created a cinematic art form, and invented a new kind of American vacation destination. Disney's work counts adoring fans on every continent and critics who decried its smooth façade of sentimentality and stubborn optimism, its feel-good re-write of American history.

Ron Suskind, Writer: Disney's a Rorschach in America. The love and hate, it's off the charts. But, God, you have got to respect the energy of this guy. I mean, he is lunging every day of his life.

Walt Disney (archival): "Well, kids, Babes in Toyland is finished, and now it's time to celebrate!"

Richard Schickel, Writer: Nobody who does stuff on the scale that he did is a sweetheart of a guy. I think he wanted to be what his image was. He wanted to be thought of as a hail-fellow-well-met, good-natured. But he wasn't.

Neal Gabler, Biographer: Walt Disney is in many ways a very dark soul. And one could say that he fought that, fought that darkness, tried to find the light.

Sarah Nilsen, Film Historian: He is feeling so much inside and he wants people to feel what he feels is inside. He could take those feelings that were so central to who he was, put 'em on screen, and allow other people to also feel them along with him.

Neal Gabler, Biographer: Most successful people, they get one thing right -- and that's it. But Walt Disney was a guy who got a whole lot of things right. What did this guy understand about the human psyche?

Richard Schickel, Writer: Walt Disney was as driven a man as I've ever met in my life. What he really wanted to do was, as we used to say in the Middle West, make a name for himself. He had a sort of undifferentiated ambition. He wanted to be somebody, that's for sure.

Narrator: Walt Disney was still a few months shy of his 18th birthday when he returned from France after the first world war in 1919, and he was already better off than most of the two million other American boys streaming back home. 'Diz,' as his friends called him, had banked over $500, and had a place waiting for him at a Chicago jelly factory where his father was part-owner. The job offer was the best most working-class boys could hope for, but Walt Disney was not like most working-class boys.

Don Hahn, Animator: He's got all these ideas, and he starts acting on them. And where most people were "ready, aim, fire," he was like, "ready, fire, aim." You know, he was like, "Let's go!"

Neal Gabler, Biographer: Walt loved attention. He was an extrovert. He loved to be the center of attention. He wants to be an artist. And I think he discovered something early on: That talent was his way of getting attention. He's a man of the times. And the times are exciting.

Narrator: Walt was determined to do work he loved, and he had been an enthusiastic artist and cartoonist from the time he was little. He took a pass on factory work in Chicago and headed for Kansas City instead, where he had spent much of his boyhood. He moved into a house with two of his older brothers, and landed a job as a commercial artist for a local ad company.

Soon he was making enough money for fashionable clothes, fine cigars, meals at nice restaurants, and near-nightly trips to the movie houses springing up all over town. Disney's evenings in these new palaces of celluloid fantasy included at least one feature film, maybe a serial short, a newsreel, and an animated cartoon or two.

Tom Sito, Animator: It was an exciting and very dynamic medium. The industry was very young. There was no regulations, or no customs, or no conformity. It was wide open to what people wanted to make of it.

Narrator: Disney was captivated. His only formal training was a few months at an art school in Chicago, and a course at the Kansas City Art Institute, but he was convinced he could make better than what he was seeing.

He checked out from the public library Eadweard Muybridge's Human Figures in Motion. Then he borrowed a volume that laid out the basics of animation in filmmaking. Disney read about roughing out a storyline, creating characters, and carefully drawing each individual frame onto white linen paper; by mounting each frame on pegs, just as the book instructed, and shooting them one at a time, he began to create the illusion of movement.

Sarah Nilsen, Film Historian: He was really into modern culture. The pleasure of somehow engaging with the potential of cinema, the potential of animation was exciting to him. And he had this little ability to draw. He had a knack.

Narrator: Disney's first efforts were short cartoons he made on nights and weekends with a film camera he borrowed from his boss at the ad company. "I gagged 'em up to beat hell," he would say, and then sold them to a small Kansas City based theater chain. The fees didn't even cover his costs, but Disney gained something more important than money: attention, excitement... a whiff of destiny. "My first bit of fame came there," he said. "I got to be a little celebrity."

At age 20, Disney quit his day job, and started a company -- Laugh-O-grams, Inc., Walter Elias Disney, president. He hired a salesman, a business manager, and four young apprentice animators.

Don Hahn, Animator: I can imagine a young Walt Disney just, you know, waking up at dawn and going out with his friends and saying, "Well, let's shoot this. Let's film this." And that kind of hunger for not just expressing himself but finding out who he was. He couldn't do enough.

Steven Watts, Historian: He has stars in his eyes. He thinks he can do anything and everything that he wants. He has big plans. He's going to conquer the world.

Narrator: Just as he was beginning to get some traction in the modern movie industry, Walt's parents arrived from Chicago. Elias and Flora Disney moved in with their sons because they had nowhere else to turn; the jelly factory had failed -- the latest in a long line of Elias's business disasters.

While Disney's mother tried to be supportive of Walt's new career, his father took little joy in his youngest son's minor celebrity. He told Walt not to expect his new success to last. Walt began to worry he was going to end up, once again, in service to his father.

Ron Suskind, Writer: Disney lived a very, very difficult existence in Missouri as a kid. He works all the time. His father is an imperious, withholding, kind of brutal character. "You're here to work, and work to help me." That's Dad.

Neal Gabler, Biographer: It's hard to find a father and son who are more different than Elias Disney and Walt Disney. Walt Disney was fun-loving. He loved practical jokes. He was a kid who just loved people. Walt was antithetical to Elias not only by temperament, but also by will. He determined, "I'm going to be everything he isn't. I'm going to be the antithesis of him. Look at his life. I don't want to live that life."

Ron Suskind, Writer: He survives a life of deprivation, of have not, of no time to do the things that kids should do -- play, enjoy, laugh. And the minute he gets into full upright adulthood, whether he says it to himself or not, he's like, "I am going to make amends for that in some way. I don't know how, but I yearn for the things that I didn't get as a child."

Narrator: Disney and his Laugh-O-grams crew secured a contract for six animated fairytale shorts, but when they delivered the work, the distributor stiffed them. Walt could no longer make payroll, or pay the rent on his office, the phone bill, the electrical bill. Creditors began circling, while Walt insisted he had discovered the means for a daring escape, which he explained in a Hail Mary letter to one of the best-known cartoon distributors in New York. "We have just discovered something new and clever in animated cartoons," Disney wrote. His big idea was to insert footage of a real girl into animated scenes. Alice in Cartoonland, he crowed, was "bound to be a winner."

"He was always optimistic about his ability and about the value of his ideas," Disney's business manager recalled. "He believed in himself, and he believed in what he was trying to accomplish."

Walt was able to scrape together just enough cash to complete Alice. He finished his cartoon experiment with little help while sleeping at the office, bathing at the train station, subsisting on canned beans and the charity of a Greek diner. But, by the time the cartoon short was finished in the summer of 1923, it was too late. His company was headed for bankruptcy court. Alice in Cartoonland would not save Laugh-O-grams, Inc. Walt Disney had suffered his first real failure.

He packed his cardboard suitcase with two spare shirts and what was left of his drawing supplies, then headed for Union Station, where he treated himself to a first-class ticket on the Santa Fe California Limited -- straight through to Los Angeles.

Steven Watts, Historian: Hollywood in the 1920s is a beacon of the future. It's this golden city on the west coast. Hollywood, Los Angeles -- that's where the action is at. And I think Disney senses that, and that's where he wants to be.

Neal Gabler, Biographer: He's not thinking about animation now. He's already failed with animation. So the next step is, "I'm going to go out here and I'm going to become a movie director. That's what I'm going to do."

Narrator: The want-to-be movie man walked past Charlie Chaplin's studio along La Brea Avenue, rode the trolley to Culver City to see the set used in Ben-Hur, and talked his way onto the Universal lot -- where he wandered around late into the night. But after weeks of effort, Walt had not been able to talk his way into a job.

His older brother Roy, who had moved to Los Angeles for health reasons, had little patience for Walt's insistence on finding a place in the movie business. Roy hadn't been star-struck on arrival. He sold vacuum cleaners door-to-door when he first got to town, and he admonished his brother to find a similar job -- one that paid. Walt was considering this advice when a cartoon distributor from New York got in touch. Margaret Winkler, the only woman in the business, had remembered Walt's Alice in Cartoonland pitch, and wanted to see how the young animator's big idea had turned out. Soon after Disney shipped his Alice reel to Winkler's office in New York, the distributor wired back an offer. She wanted Walt to make 12 Alice shorts, and was willing to pay $1,500 per episode.

Neal Gabler, Biographer: When he gets that telegram, the first thing he does is, he goes to visit his brother Roy. And Walt is waving this telegram, saying, "Look! We've got a chance here!" His brother is not enthusiastic. His brother has no entertainment ambitions whatsoever. His brother is the pragmatist. But Walt says, you know, "We can do this. I need you for this." Roy, as much as he was a naysayer, he loved the enthusiasm of Walt, and I think he thrived on it. He got joy from participating in the kind of wild schemes of his brother that he himself would never have concocted. Roy got release, and Walt got protection.

Narrator: The two brothers scraped up a little cash from friends and relatives and set up a two-man operation in the back of a real estate office. Walt was the artist and idea man; Roy was the fundraiser, the bookkeeper, and the all-around utility man.

But Walt recognized that he needed the kind of help Roy could not provide. So he convinced an old friend and collaborator, Ub Iwerks, to relocate from Kansas City to Los Angeles.

Don Hahn, Animator: Walt loves to draw, and he can draw, and he gets attention by drawing. But -- how do I put this discreetly? Walt Disney wasn't the best artist in the world. He grew up in an era of an age of illustrators that was surrounded by great art. Um, he wasn't that. And I think he saw that pretty early on.

Eric Smoodin, Film Historian: Iwerks is incredible and can work fast. So it's an early sign that Disney always wants to work with the very best and isn't afraid of working with someone who's better than he is at many things.

Narrator: Iwerks began re-styling the Alice's Wonderland shorts as soon as he arrived, creating films with less emphasis on the girl and more on the cartoon characters. The Disneys' distributor loved the new look. They wanted more, and faster, and were willing to pay good money to get them. Walt recruited more of his old gang from Missouri, then hired some locals, and the number of employees at the Disney studio swelled to a dozen.

Steven Watts, Historian: The difference between Laugh-O-grams and Disney Brothers is Roy. Roy was in the latter and he was not in the former. And from the very beginning, I think Roy helped put financial and business structure in place that grounded the enterprise.

Narrator: The brothers enjoyed their early success, and expected it to continue. Roy bought a stolid new sedan; Walt a snazzy Moon Roadster. They purchased adjoining lots and built new houses next door to each other.

In the spring of 1925, Roy married Edna Francis, his longtime sweetheart from Kansas City. Walt, sporting a rakish pencil moustache, acted as best man while escorting his girlfriend Lillian Bounds. The couple had met in the office, when Lillian was working as an inker at the Disney Brothers Studio. "He just had no inhibitions," Lillian said of Walt. "He was completely natural. He was fun." Three months after Roy and Edna's wedding, Walt and Lillian tied the knot.

The Disney Brothers Studio was churning out a new Alice short every 16 days at the beginning of 1926, and Walt and Roy were ready to hang their shingle on a more spacious building in the Silver Lake neighborhood of Los Angeles.

Steven Watts, Historian: When they moved from the Disney Brothers Studio to the Hyperion Avenue facility, a very striking and a very revealing thing happens. Walt goes to Roy and he says, "I've made a decision, and that decision is, from hence this will be called the Walt Disney Studio, not the Disney Brothers Studio." Walt Disney believed that it was his vision of creativity and entertainment that was the engine of this enterprise, and that's what was being sold.

Narrator: Disney was understandably obsessed with his rivals in the cartoon industry by the end of 1926. He could tell his Alice pictures were running out of steam and spent much of his free time in darkened theaters, assessing the work of the top New York-based animators: the Fleischer Brothers and Pat Sullivan. He was taking aim at the industry's gold standard, Sullivan's Felix the Cat.

Sarah Nilsen, Film Historian: If you look at animation at that period it's extremely crude, it's really violent, it's really gag driven, and it's very urban. These are older men making kind of crude, hard animation. And Disney steps in as this young guy and he's like, "Okay, well, I see what you're doing, I'll try this out and then I'll figure out my own voice in my other influences around me to transform it."

Narrator: The key to challenging the supremacy of Felix the Cat, Walt believed, was creating his own compelling and likeable character. Disney's distributor suggested he try a rabbit -- "too many cats on the market." Iwerks took charge of Oswald the Lucky Rabbit's look, while Disney wrote the storylines and the gags. The bosses at Universal Pictures were so taken with the first sketches of Oswald they offered a contract for 26 episodes.

Walt Disney Studios seemed to be riding high, but by the time the team put the finishing touches on the first order of Oswald shorts, the animators were increasingly frustrated with the boss. The old Kansas City hands who had helped Disney get started in the business, and often without pay, were working into the night and through the weekends, while Walt was taking much of the money and most of the credit.

Steven Watts, Historian: I think the two sides of Disney emerge. You have on the one hand Walt the Inspirer. The other side of Disney was Disney the Driver, who demanded work, who demanded creativity, demanded productivity. And if people didn't meet his standards, he could come down on you like a ton of bricks.

Narrator: Charles Mintz, Margaret Winkler's new husband and business partner, saw an opportunity -- emboldened by the knowledge that he owned the rights to Oswald, and the Disney brothers did not.

Neal Gabler, Biographer: Ub Iwerks comes to Walt Disney and says, "Walt, I've been approached by Charles Mintz to essentially leave you and to go to work for Mintz. And I'm not the only one. All of the animators have. But they haven't told you."

Narrator: Walt went to New York in February of 1928 with big hopes for a new contract from Mintz. But it only took a few days for Disney to realize that Iwerks had been right -- Mintz had already poached almost all of Disney's artists except for Ub, and the distributor told Walt he was going to go on making the Oswald Cartoons without him.

Sarah Nilsen, Film Historian: Things are unfolding that most people would understand and Disney comes into it shockingly naive. It was pretty clear that people were unhappy around him, that he was pretty oblivious to that. He's very driven by his vision, and, when these kind of business failings occur, he is completely caught off guard.

Narrator: When Disney boarded the train for the trip back to Los Angeles, he was despondent. Almost all of his team had abandoned him. He had no distributor, no Oswald, and very little money in the bank.

Don Hahn, Animator: Oswald the Rabbit gets taken away from him like a kid taking your lunch money. They were looking the other direction and Oswald was gone.

Narrator: It was a long cross-country ride for Disney. The train made stops at most of the big cities along the way and blew through countless other small towns on the line. One of them was Marceline, Missouri. Disney had first seen Marceline at the age of four, when his father had fled the big city of Chicago and moved him, his mother, his three older brothers, and his baby sister to a little farmstead there. It was a place Disney never forgot.

Steven Watts, Historian: Walt was living in the country, on the edge of this town, and he was surrounded by nature. He could romp through the woods and run through the fields. There were farm animals around, and he loved animals -- had a pet dog, pigs, cows, horses.

Sarah Nilsen, Film Historian: Marceline represents really the one moment in his childhood where he was a child, the place where he really was allowed to be free, where he wasn't being told what to do by his dad.

Ron Suskind, Writer: Marceline was this seemingly idyllic place hitting Disney at a certain age. You know, the rhythm and the beat of the place is just right for a kid. It's like the last breath of something that seems to resemble a traditional childhood.

Narrator: The Disney family business was a tough go: the margins were always slim, and Elias wasn't much of a farmer. Just five years after they arrived, Disney's father announced that the family was pulling up stakes and heading back to the city.

Walt Disney (archival audio): My dad sold the farm, but then he had to auction all the stock and things. And it was in the cold of the winter, and I remember Roy and myself going out and going all around to the different little towns and places, tacking up these posters of the auction.

Neal Gabler, Biographer: Walt Disney once said that he'll never forget his days in Marceline and almost everything important that happened to him happened in Marceline. But I think that has to include also the losing of Marceline.

Narrator: When Walt and Lillian arrived at Union Station in Los Angeles in mid-March 1928, Ub Iwerks detected none of his friend's trademark good cheer and enthusiasm. He looked like he'd just run into a "stone wall," Ub would say.

Neal Gabler, Biographer: Coming from the Disney family, where his father had suffered so many successive failures, I think you can only imagine the impact that had on Walt Disney. Failure was a big thing in the Disney family.

Sarah Nilsen, Film Historian: Where his dad just continually gets more and more depressed, quits basically, Walt steps up. Boom. You think Oswald was good? I can do much better than that. I'll show you what I'm capable of doing.

Narrator: Disney held daily brainstorming sessions with Roy and Ub and a few other loyalists who had not signed with Mintz. Intent on dreaming up a bankable new character -- and one they would own -- Disney's skeleton team scoured popular magazines for inspiration, bounced ideas off one another, and drew figures on their sketchpads... until something began to emerge.

"Pear-shaped body, ball on top, a couple of thin legs," Iwerks later explained. "You gave it long ears, and it was a rabbit. Short ears, it was a cat. With an elongated nose, it became a mouse." Walt suggested they name him Mortimer. Lillian thought that was terrible and came up with Mickey. As with Oswald, Ub took charge of the mouse's look. Walt gave him his personality.

Carmenita Higginbotham, Art Historian: He doesn't have the financial backing to support what it is he's doing. He wants to be a bigger voice than he is. And it's a perfect metaphor him being this small mouse, this seemingly insignificant figure or individual within this big industry that he wants to break into.

Narrator: Disney was unable to find a distributor willing to take a chance on his first two Mickey shorts, but Walt refused to give up on his mouse. At a meeting with Roy one day, as the tiny staff worked up a third -- and still unsold -- Mickey Mouse cartoon, Walt suddenly blurted out, "We'll make them over with sound!"

Sarah Nilsen, Film Historian: "How can I do something better with animation than what everybody else is doing?" He's always the person looking for new technology. He's always the person trying to find the newest invention to make animation better.

Eric Smoodin, Film Historian: At the time, producing a soundtrack in synch with and music that makes sense with the action on screen is very difficult. This was a very precise and intricate process that Disney had to think through. And also it's unclear that the money it costs to make a sound film can possibly pay off with tickets sold.

Narrator: Disney saw no good option but to take the chance. He headed back to New York and signed a quick deal with the licensor of one of the most advanced sound systems in town. Walt didn't have enough money in the bank to pay for the recording sessions, so he wired Roy to do whatever he had to, to get the cash. He told his brother to sell his beloved Moon Roadster if needed.

Stuck in New York to oversee the sound work, Walt trolled desperately for a distributor. He carried his reels from one office to another for three long months -- and came up empty. He did manage to secure a two-week run at the Colony Theater -- Broadway and 53rd. Steamboat Willie premiered on November 18, 1928.

Mickey Mouse, Steamboat Willie (archival): [whistling along to music]

Narrator: The crowd at the Colony Theater was in thrall. People heard sound in pictures before, but never like this. The music and sound effects were part of the gags. "It knocked me out of my seat," one New York reporter wrote. A few audiences begged the projectionist to delay the start of the feature and re-run Steamboat Willie.

Tom Sito, Writer: Steamboat Willie was such a huge hit, and it gave Disney Studio a really sort of a preeminence, where suddenly this company is now like taking a step to the front ranks. This upstart from the West Coast just erupts in the middle of everybody with this amazing character.

Mickey Mouse (archival): [singing]

Narrator: Mickey was a multi-talented charmer -- a dancer, a comedian, a singer, and within months, never mind he was just a cartoon, Mickey Mouse was the newest Hollywood celebrity.

Mickey Mouse (archival): [finishes singing]

Narrator: While the country slid toward economic disaster in 1930, the fame of the Disney mouse just kept growing, as did Mickey's standing as the archetype of the American can-do spirit.

Carmenita Higginbotham, Art Historian: Mickey Mouse is scrappy. Mickey Mouse is a survivor. Mickey Mouse is somebody during the years of the Depression who takes a limited number of skills and a limited number of resources and he always ends up on top.

Ron Suskind, Writer: Mickey's a little bit in your face.

Mickey Mouse (archival): Howdy-do!

Ron Suskind, Writer: Mickey's like, "Hey. I'm smart. I can do anything. I get into trouble but I get out of it. I'm sort of rebellious." You know, "I live by my own rules." He's an adolescent dream is what he is -- rebelling and making it work. That's Mickey.

Steven Watts, Historian: Walt Disney was certainly not a social theorist. He certainly didn't think through the problems of the Depression. But what Disney did do was to have a kind of instinctive, impulsive feel for the problems and the hopes of ordinary people.

Sarah Nilsen, Film Historian: There's always mishap. There's always sort of the slapstick-y bit that interferes with his success, and then he triumphs and he wins at the end. And he usually gets the girl, too.

Narrator: Mickey Mouse Clubs began sprouting up at local movie theaters. More than a million children signed up. Roy encouraged the clubs, and saw in Mickey's growing popularity another possible stream of revenue -- licensing. The Disneys had made a few haphazard deals to allow Mickey's likeness on children's toys following the example of other popular characters like Felix the Cat. But the Walt Disney Studio got less than five percent of the take, and saw little revenue -- until they brought in Kay Kamen.

Steven Watts, Historian: He was an ad man. He was a marketer. He had a very keen sense what we would call branding. Kamen is a genius for doing these licensing agreements with companies all over the United States who want to associate their products with the success of the Disney studio.

Narrator: The Disney brothers gave Kamen the exclusive rights to license Mickey Mouse -- along with his girlfriend Minnie, his dog Pluto, and later Donald Duck. The studio kept a tight rein on how their productions, especially their mouse, could be used, and they demanded a big cut of the profits, but they had plenty of willing partners because Mickey Mouse moved product.

By the early 1930s, fans could buy Mickey-adorned merchandise by the scores. The Mickey Mouse watch became the most popular timepiece in America. Fan mail for Mickey Mouse poured into the studio on Hyperion Avenue, with postmarks from across the United States, from England, Spain, the Philippines. Some were addressed to Mickey, some to Walt.

Eric Smoodin, Film Historian: Mickey is understood as being the creation of Disney. And Disney is understood as being the father of Mickey. And combined, that makes for a kind of international stardom that we really hadn't seen before.

Don Hahn, Animator: When everybody else is suffering Walt Disney is selling consumer products, and making millions of dollars out of Mickey Mouse. And that's a huge story that this little mouse turns into the future of the Walt Disney Company.

Neal Gabler, Biographer: Walt Disney always talked about Mickey Mouse as being his alter ego. He would say that, "You know, I'm closer to Mickey Mouse than I am to anyone else."

Walt, as Mickey (archival): "Hey Pluto! Here she comes!"

Ron Suskind, Writer: Mickey and Walt are talking to each other...

Walt, as Mickey (archival): "Hey Pluto! Here she comes!"

Ron Suskind, Writer: …so he's got to do Mickey's voice. Someone's got to do it, so of course Walt does it because it's him talking to himself. "So, Mickey, how're you feeling today?" [Mimics Mickey Mouse] "You know, I feel great. Do you know it wasn't an easy day? You know, maybe tomorrow, who knows? You know, let's get into a little bit of trouble. You and me."

Narrator: Walt Disney was not yet 30, and he had made himself the first celebrity of animation -- a film cartoonist the public could name. His studio stood atop the industry, and was growing to meet the demand for new Mickey cartoons. The success of Mickey lured plenty of good talent to Hyperion, some of the best in the business, but Disney insisted on having the final word on every foot of finished film that came out of his studio.

He spent long hours at the office -- often until one or two o'clock in the morning -- and still had a hard time keeping up. He was anxious and obsessive, chain-smoking day and night, drumming his thumbs impatiently on the table in story meetings.

Michael Barrier, Writer: His role was changing in the studio. He was leaving behind the things that were so familiar to him -- working with his hands, being an active participant in the work -- becoming more and more a man who was the intellectual overseer, evaluating, criticizing, editing. And as he stepped back from this more active participation, he initially was, I think, very distressed by it, felt uncomfortable doing it.

Narrator: Walt had talked of having a big family of his own for years. He wanted 10 children, he would tell his sister, and he would spoil them all. Lillian had her doubts about raising any number of children, especially when she considered the office hours Walt kept. But he talked her into it -- Roy and Edna had had their first child, already -- and by the spring of 1931, Lillian was pregnant. Walt was giddy. He was already making plans for a bigger house to accommodate the new addition.

Then Lillian miscarried. Disney waved off the well-wishers and sympathizers. He threw himself back into his work. He insisted he was fine. He was not.

Walt Disney (archival audio): In 1931 I had a hell of a breakdown. I went all to pieces. It was just pound, pound, pound. And it was costs. My costs were going up. I was always way over whatever they figured the pictures would bring in. And I cracked up. I just got very irritable. I got to the point that I couldn't talk on the telephone. I'd begin to cry, and the least little thing, I'd just go that way.

Narrator: In October 1931, Walt Disney took his doctor's advice and escaped on the first real vacation of his life. He and Lillian went across the country to Washington, D.C., then to Key West, and on to a week's stay in Cuba. They rode a steamship through the Panama Canal on the way back to Los Angeles.

Once home, Disney told people that the breakdown had been a godsend. Life was sweet, he said, and there was more to it than work. He dove into a new exercise regimen, went with Lillian on long horseback rides, learned to play polo, and joined a league.

Neal Gabler, Biographer: Walt comes back from his nervous breakdown and he does change his lifestyle. But does Walt Disney withdraw? Does he delegate? Does he do the things that one might have expected him to do? No, he does not.

Narrator: Disney had never been shy about spending money on his vision, even when the studio was cash poor. He had already used up his earliest Mickey profits in the creation of a new series of cartoon shorts called Silly Symphonies.

Eric Smoodin, Film Historian: The Silly Symphonies were much more about animation as art. So The Skeleton Dance and others like them were understood as these wonderful almost avant-garde films that merged music and dance, and made characters out of nature and also other kinds of inanimate things in ways that people hadn't really seen before.

Narrator: Silly Symphonies raised Walt to near mythic status among cartoonists and animators. Artists from all over the country packed their bags and headed for California, just for the chance to work with the great Walt Disney. The Hyperion staff grew to nearly 200. Men ruled the studio, as they did all studios in the 1930s; the women who came to work at Disney were relegated to the low-wage ink-and-paint department. In the middle of the Great Depression, few complained about a steady job with steady pay.

Sarah Nilsen, Film Historian: It becomes like the studio to work at. And all of those animators just thrive because Disney sets it up as a legitimate profession. "Here I step in. I will recognize your talent. I will pay you well."

Robert Givens, Animator: It was like a renaissance to us, you know. It was a flowering of the animation industry. It'd never been done before. This was fine art, you know, not just dumb cartoons.

Narrator: Disney's new series was the test ground for innovation, with firsts in sound technique, color and multi-plane camera technology, which produced a three-dimensional depth never before seen in animation.

Neal Gabler, Biographer: Walt intended the studio to be the place where you created great art. That was so instrumental to Walt's understanding of the studio. And that became, in many ways, the most powerful element in how he dealt with his workers. They wanted to produce great things. He made them want to produce great things.

Tom Sito, Animator: He was very jovial. He was very informal. He's the one who first insisted on only being referred to by his first name.

Ruthie Tompson, Ink and Paint Artist: Boss? He wasn't boss. He was a friend. And everybody called him Walt. If they didn't call him Walt, that was the end of that one.

Robert Givens, Animator: We used to play volleyball at noon, over there across the street in the annex. And Walt used to come over there and watch us, you know. He used to say, "Don't play too rough," he'd say. And he wanted us to be careful, not hurt our hands, our drawing hand, particularly. And we loved to win, because then he'd applaud. But he was the big daddy there. He didn't miss anything.

Narrator: Disney offered drawing classes at the studio, and brought in professors from the Chouinard Art Institute to teach them. He invited experts to lecture on Impressionism, Expressionism, Cubism, the Mexican Muralists.

Don Hahn, Animator: He was always very much about not only hiring the artists, but providing a safe place for them to do their job. And by "safe," I mean a place to make mistakes, and a place to fail, and a place to take criticism without the fear of being fired, and a place to be able to learn.

Ron Suskind, Writer: He wanted a family, a community, a place. "I can actually create a little world, bordered, mine, just what I need it to be. Inhabited by all these people. A community marked 'Disney.'"

Narrator: Walt Disney, not yet 35, appeared to be in possession of the magic beans; his studio was a Technicolor rainbow in the middle of the pale, gray Depression-era America. His home life was thriving too: Lillian had given birth to a daughter, Diane, and the Disneys would soon adopt a second daughter, Sharon. But Disney wasn't satisfied. He needed a "new adventure," he would say. "A kick in the pants to jar loose some inspiration and enthusiasm."

Disney's employees were still telling the story decades later: One evening in 1934, Walt sent his entire staff out for an early dinner, but told them to hurry back to the Hyperion soundstage for an important company meeting. The room was buzzing by the time Walt took the stage.

Neal Gabler, Biographer: Disney is lit on the sound stage, and he then proceeds to act out -- alone, just him, a one-man show -- the story of Snow White.

Steven Watts, Historian: What he did was to go through the whole movie as he saw it, acting out all of the parts, impersonating all of the characters, going through all the emotions, all the ups and downs -- the queen, the princess, the seven dwarves, even the animals.

Narrator: What Disney was proposing had never been done, never even been tried: a feature-length, story-driven cartoon.

Steven Watts, Historian: Roy Disney was pretty skeptical about all of this. And the more he thought about it, actually, the more convinced he became that this could be a disaster for the studio because he was afraid that, it wouldn't sell, that people wouldn't see it, and it would drag the studio down into bankruptcy. And Roy dug in his heels.

Narrator: Walt would not let it go. He was convinced this century-old Brother's Grimm fairy tale about a virtuous princess chased into a deep, dark forest by her hateful stepmother was a can't-miss proposition.

Neal Gabler, Biographer: He must have told that story after that first night, you know, a thousand times. People would always say he'd collar them in the hallway and tell the story of Snow White again. He'd have to repeat it again and again and again, to keep them energized, to keep himself energized, and to review the film in his head so that it was always rolling. This was obsession.

Narrator: Walt's excitement was catching. "We were just carried away," remembered one animator. "I would've climbed a mountain full of wildcats to do everything I could to make Snow White."

Roy grudgingly came around and managed to shake the money free from their longtime lender, Bank of America. But he warned his brother the bankers were very nervous about this gamble, and they expected Walt to stay on schedule and within the agreed-upon budget. The schedule, the budget, the company's debt were secondary considerations to Walt, who was preoccupied with a single overriding problem: how to translate his idea to the big screen. Snow White would have to captivate its audience in a way no cartoon ever had before.

Neal Gabler, Biographer: In the shorter cartoons, you can make people laugh. And the gag is the basic component of these things. You get people to laugh. But Walt Disney now is asking another question: Can you make people cry? Can you make people cry over a drawing?

Narrator: One key, Disney believed, was to infuse his animated film with a natural realism. He brought live animals into the studio so his artists could study their movement. He had his animators throw heavy objects through glass plate windows just to analyze the shattering effects. Disney hired a teen-age dancer to act the part of Snow White -- so his animators could study how she looked when she leaned over, or laughed or smiled; so they could see the movement of her dress as she danced.

Steven Watts, Historian: They would bring in actors and they would have them impersonate these characters in front of the animators, who would try to capture certain qualities of their movements. They would even film them to try to get a sense of personality, of movement, of realism.

Michael Barrier, Writer: What he was after was something different, making thought and emotion visible in a way that seems natural and not artificial.

Tom Sito, Animator: Disney really kind of took the art of animation and pushed it towards the animator as an actor and about performance. He wanted his animators to take acting classes. Studying their facial muscles, how you say certain words, you know. How is your lips shaped when you say, "V," or how is like, "O," or "Ooh"? You know. You know, how does it affect your eyes?

Richard Schickel, Writer: There were no rules. They hadn't been invented before. So, you're kind of free to do anything you wanted to do. Follow your instincts and do it.

Narrator: Walt's stubborn insistence on getting the story right, on innovation, and on attention to detail meant the pace of production at Hyperion was glacial.

Neal Gabler, Biographer: To draw each of these characters, to draw these backgrounds, to do it in a way that transcends anything that had been done before, is excruciating. It's grueling. It's painful. It's tormenting.

Robert Givens, Animator: We were the crew that did most of the Snow White drawings. And we'd sometimes take a whole day for a close up of Snow White. That's how intricate the drawing was. It was so precise. It was like making watches, you know. It was just such fine detail. You know, one little line'd throw the whole thing off.

Narrator: The production process did not change: key animators would draw the main characters in Snow White. "In betweeners" would draw the movements between the key frames. The ink-and-paint artists would add color to the drawings and transfer them to the transparent sheets -- or cels -- to go to camera. At 24 frames per second and often multiple cels per frame, Snow White would require more than 200,000 separate drawings.

Eric Smoodin, Film Historian: Making the film required an army of people. And I'm not sure that Disney thought of all of them as talent. There are real workers here who are doing the grunt work.

Narrator: The Disneys had already built a two-story addition at Hyperion, but it wasn't near enough. Roy was forced to rent bungalows and other buildings in the neighborhood, just to accommodate their staff, which grew to more than 600 people.

Don Hahn, Animator: Poor Roy Disney. You know, he's, during this time there's tremendous expansion, and ideas, and excitement by everybody. But Roy's the banker and he's the guy that has to keep it all together. And, and there's weekly discussions about how to make payroll. The feature was going over budget. The bankers from Bank of America were there frequently. And Roy's job was to keep everybody calm and to keep it all together financially.

Snow White (archival sketches): Supper!

Seven Dwarfs (archival sketches): Oh yay! Yay, yippee, yay...

Narrator: As the production dragged into its second and then its third year, Walt's demands began to look dangerous. He repeatedly pushed deadlines, and by the start of 1937, with the premiere set for that December, the studio was behind -- way behind. Ten months to the premiere date, and not a single animation cel had been shot on film. But Walt insisted that Snow White could not be rushed, and could not be done on the cheap.

Walt kept upping the ante, which meant Roy had to raise Walt's original budget number six times over. The trade papers were beginning to write stories about the delays; people were calling Snow White "Disney's Folly." Roy was worried they might be right.

Ruthie Tompson, Ink and Paint Artist: I was working the 12-hour deal, where you come in at eight and go home at eight. And we really were cleaning cels and patching cels, fixing mistakes and things like that. There were a lot. And the queen, the queen was -- she had the kind of paint that was kind of sticky. And so those things would come back from camera, and we'd have to clean them up and patch them and send them back to camera.

Don Lusk, Animator: I worked my tail off. I was put in charge of the clean up and in-betweens. That's where it was lagging. We went in at seven instead of eight. And we went to dinner and we came back and usually worked till almost 10.

Robert Givens, Animator: The ink-and-paint gals were, you know -- some of them were losing their eyesight. It was a hell of a thing. They were just slaves. They were doing it, but they believed in this thing so much, they were going to drop dead on the job.

Narrator: The animators finished in early November, but the last cels weren't painted until November 27th. Rumors were flying around Hollywood that there would be no print of the film ready for the December 21st premiere.

Newsreel (archival): Blasé Hollywood, accustomed to gala openings, turns out for the most spectacular of them all: the world premiere of the million and a half dollar fairytale fantasy Snow White and the Seven Dwarfs. Replicas from the first feature cartoon thrill thousands who turn out for a glimpse of lovely Marlene Dietrich with Doug Fairbanks Jr. and a parade of stars. Shirley Temple is just as enthralled as are the grownup stars and moviegoers with the seven fantastic dwarfs.

Neal Gabler, Biographer: Walt was in a state of high anxiety. He had no idea how the audience was going to respond.

Reporter (archival audio): Well Walt, I think you're due to do all the talking tonight. Tell us a little bit about this picture will you?

Walt Disney (archival audio): Well, it's been lot of fun making it and we're very happy that it's being given this big premiere here tonight and all these people are turning out to take a look at it. And I hope they're not too disappointed.

Neal Gabler, Biographer: The audience started weeping. And that's when Walt knew. That's when they all knew. The audience had suspended its disbelief so thoroughly, so believed in the reality of the situation and of the dwarves, that they were crying. That was really the triumph of the film.

The Prince, Snow White and The Seven Dwarves (archival audio): One song, only for you. One heart, tenderly beating...

Ron Suskind, Writer: Clark Gable and Carole Lombard are weeping. They don't know what hit them. You know, what hit them is that they crossed a barrier, from the life they live to the internal world where myth lives in all of us, and Disney provides the passage. And it ain't kid's stuff.

Narrator: When the curtain came down the audience rose from their seats and broke into a thunderous ovation. "I could not help but feel," one rival movie producer gushed, "that I was in the midst of motion picture history."

Richard Schickel, Writer: I know the first movie I saw was Snow White and the Seven Dwarfs. Now, I didn't know anything but to be delighted with it. It was wonderful. I mean, I still think it's wonderful.

Ruthie Tompson, Ink and Paint Artist: She was so beautifully drawn and everything.

Richard Schickel, Writer: Kids had to be carried screaming out of Radio City Music Hall; they're too frightening for them. That's an important aspect: Disney understood that kids could take more scariness than people thought they could take. So they wet the pants and wet the seat in Radio City Music Hall. But they'd had an experience. You know? That what was important. It was not just bland. It was serious stuff going on in their little heads.

Ron Suskind, Writer: Think about what he does. Well he's like, "Ha! These cartoons don't have to be just slapstick. They can carry everything, all the biggest stuff. They can carry ancient and powerful mythologies. They can carry everything."

Ron Suskind, Writer: That was a huge leap. And that's an artistic leap. He's creating a new art form.

Narrator: Snow White and the Seven Dwarfs played at New York's Radio City Music Hall for five straight weeks at the beginning of 1938; no other film had ever run more than three weeks there. National and international releases followed. Lines wrapped around small-town theaters in New England, the South, the Midwest, the Far West. The film was a box office smash in London, Paris, and Sydney. It grossed $8 million in its first year -- the equivalent of over 100 million today, and more than any film before it. Roy paid off the studio's $2.3 million debt to Bank of America, while the film was still in its first run, and helped oversee an unprecedented merchandising campaign.

Eric Smoodin, Film Historian: There are Snow White jars, and Snow White jelly, and Snow White scarves. There are Snow White shows going on at department stores. So the film and the space of commerce are completely one. It's a commercial triumph for Disney, not just because of the film itself, but because of the way that the merchandise is tied to it.

Narrator: Walt Disney was celebrated as a true American original -- a man capable of harnessing the power of technology and storytelling; a man adept at art and commerce. Harvard University gave him an honorary Master of Arts, and so did Yale, whose trustees called Disney "the creator of a new language of art."

Ron Suskind, Writer: He's hailed in Paris. He's hailed in New York. He's living a dream. And that's a moment where he starts to think very boldly. He almost is released from hesitations. He's like, "I am that guy that I dreamed of. I am him. So now what do we do?"

Narrator: Disney cultivated the look of the artist in public, but at home, he was just plain Dad. Walt made a point to drive his two young daughters to school every day, chased them around their house cackling like the Wicked Witch, and read them bedtime stories.

Neal Gabler, Biographer: There's no question, he adored them. Absolutely adored them. He was a man who had a lively sense of play that he'd never lost from the time he was a child.

Steven Watts, Historian: He was very domestic, very nurturing in a way that usually in that day and age was associated more with Mother's role. Lillian was a bit aloof, a bit reserved, a bit cool, even with her children, and Walt was just the opposite. He was overflowing with enthusiasm. I think, in a way, he was reacting against his own childhood and against Elias, because Elias was so stern with him. Disney often said, "I want to spoil my children terribly. I just want to spoil them."

Narrator: He had had only sporadic contact with his own parents since his move to California. But the Disney studio's new financial success afforded Walt the chance to draw them closer. Walt and Roy moved Elias and Flora to Los Angeles, and, as a 50th wedding anniversary present, the brothers bought them a house. In the middle of the Snow White frenzy they also threw a golden wedding anniversary party, which they deemed worthy of preserving for history.

Walt Disney (archival audio): Well, here it is: 1937. And you folks are almost ready to have your, celebrate your 50th wedding anniversary.

Walt Disney (archival audio): What about you Dad? Don't you want to make a little whoopee on your Golden Wedding anniversary?

Elias Disney (archival audio): Oh, we don't want to go to any extremes with it a'tall.

Walt Disney (archival audio): Well, I expect you, I hoped you wouldn't go to any extremes if you're whoopeeing it up.

Flora Disney (archival audio): He don't know how to make whoopee.

Narrator: Walt sometimes seemed compelled to talk about the old days; even as his fame grew, his family's early struggle remained a touchstone. He held fast to the idea of himself as a man formed in the crucible of want and deprivation in the great forgotten middle of the country.

Carmenita Higginbotham, Art Historian: He feels it very important to identify and to make note of his Midwestern background, and to propagate that story. He understood the value of labor, and that that is not something he learned about from somebody else, rather it's naturally who he is.

Narrator: Walt Disney had been a player in the movie business for more than 15 years, and a celebrity for nearly 10, but the acclaimed filmmaker still did not think of himself as a Hollywood insider. He complained that other major film producers refused to acknowledge animation as serious cinema. And he wasn't wrong. When the Academy of Motion Picture Arts & Sciences announced the 10 nominees for the Best Picture of 1938, Snow White and the Seven Dwarfs was not on the list.

Instead, Disney was given a special Oscar for his pioneering work in feature-length cartoons.

Shirley Temple (archival): I'm sure the boys and girls in the whole world are going to be very happy when they find out the daddy of Snow White and the Seven Dwarfs, Mickey Mouse, Ferdinand, and all the others is going to get this beautiful statue. Oh, isn't it bright and shiny?

Walt Disney (archival): Oh, it's beautiful.

Shirley Temple (archival): Aren't you proud of it Mr. Disney?

Walt Disney (archival): Why, I'm so proud I think I'll bust.

Carmenita Higginbotham, Art Historian: He got the, sort of the honorable mention, which is... crap. He doesn't want that. He has created something absolutely magnificent. He knows it's magnificent. Audiences have told him it's magnificent. He believed in this so much, he put himself personally on the line for his films, and his products, and for animation, and the furthering of animation. And Hollywood just didn't seem ready to view animation as art or as filmmaking. It had to have smarted.

Narrator: Disney had dreams of producing a new feature-length animated film every six months -- and almost all from source material that played to his strengths: fairy tales, folktales, or popular novels already familiar to his audience. His two projects following Snow White were coming-of-age stories: first up was Bambi, based on a novel about a young deer becoming a stag; and then Pinocchio, a popular late 19th century Italian folktale about a wooden puppet who wants to be a real boy.

Disney hit snags right away on Bambi, and began to worry the story was too complicated and needed more time in development. So he moved Pinocchio to the front of the production line -- and hit more snags.

Neal Gabler, Biographer: They struggled mightily with the story of Pinocchio. As Walt himself said, he's not a very nice puppet in the original story. He's kind of a wiseacre. So there was something they had to tackle immediately, which is: How do you make this puppet into someone likable?

Narrator: Disney was still puzzling out the Pinocchio story in the fall of 1938 when the phone call came. His parents had suffered carbon monoxide poisoning caused by a malfunction of the heating system at the house Walt and Roy had bought for them.

Elias had survived; Flora had not. Walt went to her funeral, and then he went back to work. He never talked of his mother's death again.

Sarah Nilsen, Film Historian: It was something he dealt with, within himself as a private matter. Even with his wife I don't think that relationship he shared very much. His emotions were internalized. And that's why cinema I think offered this way to emote in a way that he couldn't emote in his own private life.

Neal Gabler, Biographer: Walt Disney once exploded during a story session and he pounded on the table. And he said, "We're not making cartoons here! We're not making cartoons." Walt Disney had made this separation between Mickey Mouse and some of the early Silly Symphonies -- they're cartoons. But now we're not making cartoons. We're making art. And art has a higher standard. And the standard is the emotional response that we get from people. Can you make them feel deeply?

Ron Suskind, Writer: Art doesn't work unless it gets to the big stuff. Call it what you will. Entertainment doesn't work unless it gets at the core, the stuff that we really, really wrestle with, make you laugh, make you cry, make you sing, make you sigh. But you got to get at it.

Narrator: Disney wasn't thinking small on Pinocchio. Snow White had proved that his animated films could tackle the sweep of the human condition, with all the light and shadow of real life. Now, he went deep inside himself for inspiration and emerged with a magical story elixir that became the Disney trademark -- outsiders struggling for acceptance, coming-of-age heroes bucking authority, temptation, loss, redemption, and survival.

Don Hahn, Animator: So now Walt's wading through the story throwing things out left and right and saying, "What's the essence of it? What's this story about? Who's it about? Why do I care? Why do I want to watch this?"

Douglas Brode, Film Historian: Pinocchio becomes about what it means to be human, about how you have to achieve humanity. You have to earn it.

Don Hahn, Animator: They take huge liberties. Walt Disney doesn't care. He says, you know, "We're taking the title, we're taking the puppet thing, and we're going to make that into our story."

Narrator: Difficult as they were and engaging as they were, Pinocchio and Bambi did not capture Walt's undivided attention. There was an enticing new experiment going on right down the hall. The project had begun as a cartoon short based on a symphony titled "The Sorcerer's Apprentice," starring Mickey Mouse, with the backing of an orchestra conducted by the celebrated Leopold Stokowski.

Disney was so taken with the first results that he decided to expand it into a feature-length film -- Fantasia. He and Stokowski selected eight separate classical symphonies, and Walt and his team began thinking about imagery to match. The Disney Studio was crawling with musicians, dancers, even famous scientists like the astronomer Edwin Hubble.

Don Hahn, Animator: So here's Stravinsky, and George Balanchine comes by the studio, "Well, let's choreograph some dancing for us." So these experts are coming and going, and there's a ballet company in the next room dancing. And here's Hubble talking about theories of deep space, and where the cosmos came from. And there's a dinosaur expert. And it is this cultural kind of petri dish of people together working and collaborating creating Fantasia. And he loves it because this is a huge fun sandbox.

Neal Gabler, Biographer: Well, he's dealt with realism and realistic emotions, but now he's trying to get to emotion in a different way, circumventing realism. This is absolutely alien to the Disney process, to try and see if you can reach emotion directly through abstraction.

Ron Suskind, Writer: He's saying, "I want to try what heroes of art do. You know, I want the great artists of the time to join in here. You know, I want to create art that lasts centuries."

Narrator: The Disney studio ran to the rhythms of Walt's bursting energy, which appeared to be spilling beyond rational boundaries. The boss had three major productions spinning simultaneously and had nearly doubled the number of full-time employees. The Disneys were in dire need of space to house their thousand-plus staff, and another addition at Hyperion was not going to cut it.

Without consulting with Roy, who was in Europe at the time, Walt selected a 51-acre building lot, empty but for a polo field, on the other side of the Hollywood Hills, in Burbank. Then he went to work making his dream studio.

Neal Gabler, Biographer: It was designed for absolute efficiency, but also to engender this wonderful sense of community. In fact, there was one point where he said, "You know what'd be great, is if we build an apartment complex here on the studio lot, so no one ever has to leave." It's so that his employees could become part of this very insular community where they would all work together in this common mission to make these great animations. And that's what this new studio was really all about. It was really all about creating a perfect place to create perfect films.

Narrator: The day after Christmas, 1939, most of the Disney staff began the move from Hyperion to Burbank. The heart of the studio campus was the three-story animation building, with Walt's office on the top floor. Each animator had a single big airy sunlit room to himself, with an oversized work table, a stylish area rug, an easy chair to recline in, and drapes. The entire facility was air-conditioned. Landscaped pathways led to a theater, a restaurant, a soda fountain.

Don Lusk, Animator: It was wonderful. We had things that we'd never had before. If you wanted a milkshake, you'd call the little coffee shop right in the middle of the place. And then they had runners that would run these things into us, a sandwich, whatever we wanted. It was just heaven.

Tom Sito, Animator: It had a cafeteria. It had a gymnasium with an ex-member of the Swedish Olympic team as a personal trainer. The studio had its own gas station. You know, you could get, you could get your car repaired, you know, while you're at work. This is amazing.

Jiminy Cricket, Pinocchio (archival): [singing] Like a boat out of the blue, fate steps in and sees you through…

Narrator: By the time the studio was ready to launch Pinocchio in New York City in February of 1940, Walt Disney was selling hard.

Narrator: He was also talking up the studio's breakthroughs in camera technology and special effects.

Blue Fairy, Pinocchio (archival): Wake! The gift of life is bound.

Pinocchio, Pinocchio (archival): Father!

Narrator: "For the first time in the field of animation," Disney proclaimed, "audiences will see, in Pinocchio underwater effects that look like super-special marine photography."

Pinocchio, Pinocchio (archival): Can you tell me where we can find Monstro? Gee! They're scared!

Tom Sito, Animator: You really have to stop yourself and say, "This was all blank paper. This all began as blank paper. It doesn't exist." You know, we believe it's water, and we believe those characters are real, and that's the summit of the animator's art. That's the pinnacle of what we call personality animation, which is creating a completely artificial world that we accept.

Pinocchio, Pinocchio (archival): Father!

Stromboli, Pinocchio (archival): Mmmm. You will make lots of money for me!

Stromboli, Pinocchio (archival): And when you are growing too old, you will make good firewood!

Richard Schickel, Writer: I mean, he's swallowed by a whale, for Christ's sake. He is in peril throughout the movie.

Jiminy Cricket, Pinocchio (archival): Hey! Blubber mouth! Open up, I got to get in there!

Richard Schickel, Writer: And at the same time there's Jiminy Cricket, you know, who's delightful and charming and takes some of the sting off of this movie. But that's a pretty dark movie.

Carmenita Higginbotham, Art Historian: Pinocchio is just a wooden boy who's trying to be human. One would think that that means he can make mistakes, that he would be allowed to have the faults of being a boy.

Lampwick, Pinocchio (archival): Please! You got to help me!

Carmenita Higginbotham, Art Historian: And instead any indiscretion is met with the possible death of his adopted father or the transformation into a donkey. The stakes are so very high.

Geppetto, Pinocchio (archival): A real live boy! This calls for a celebration!

Narrator: Audiences across the country walked away from Pinocchio emotionally drained, and enormously satisfied. The critics raved. "[Walt Disney] has created something... that will be counted in our favor -- in all our favor -- when this generation is being appraised by the generations of the future," the New York Times's movie critic wrote.

Jiminy Cricket, Pinocchio (archival): Well! This is practically where I came in.

Narrator: "For it will be said that no generation which produced a Snow White and a Pinocchio could have been altogether bad."

The downside of Pinocchio was apparent from the jump too. Walt's insistence on innovation had pushed production costs to nearly twice that of Snow White, and the picture was not going to earn back the investment. Ticket sales in the United States were slow; in Europe now at war, they were moribund.

The Disneys had burned through more than $2 million of the net profits from Snow White, while borrowing heavily from Bank of America to fund the dream studio in Burbank.

Neal Gabler, Biographer: Walt Disney is kind of under the gun. The costs of Fantasia and Pinocchio, and even Bambi in its early stages, are enormous. And the war has cut off the European market. So Walt Disney has lost a giant market, and he is worrying about how he can finance all of these films under his new project to make feature films constantly, one every six months or so.

Narrator: Roy Disney had a plan: they would go public and issue shares in the company. His kid brother wasn't happy at the thought of shareholders sticking their noses in his creative process, but he saw little choice.

In April of 1940, as the last of the staff made the transition to the Burbank Studio, Walt Disney Productions issued 155,000 shares of preferred stock, netting the company nearly $4 million. Roy and Walt had both signed seven-year contracts as part of the deal. Roy was guaranteed a salary of $1,000 a week, and Walt $2,000. The company reassured investors by taking out a $1.5 million life insurance policy on its key asset: Walt Disney.

Steven Watts, Historian: Fantasia opens with the Bach Fugue and Toccata in D minor, but it is pure abstraction, no characters, no nothing recognizable in the natural world, which gets the movie off in a very interesting vein.

Carmenita Higginbotham, Art Historian: Fantasia is wildly ambitious. You can feel it in every scene but it's very uneven.

Steven Watts, Historian: When the movie worked, it's spectacular. When it didn't work, it's sort of dumb. The critical reaction was extremely divided. Some people thought Disney had pulled off this alliance of visual art and music, and created something new and compelling. Other critics thought that it was a disaster. And they slammed the movie very, very hard for dragging classical music traditions down into the dust.

Neal Gabler, Biographer: Walt Disney had made his reputation in the intellectual community as being unpretentious. And when he makes Fantasia, guess what? He's pretentious.

Carmenita Higginbotham, Art Historian: Fantasia raises a number of questions as to if Walt is stepping beyond himself, if he's not appreciating his limits. And Walt will take this personally.

Steven Watts, Historian: He didn't handle criticism very well, ever. And the criticism over Fantasia, I think, really rankled. And what it did was to encourage a kind of anti-intellectualism that was always there with Disney, but I think increasingly he drifts in the direction of: "These are eggheads. They don't know anything about ordinary people, and to hell with them."

Narrator: Fantasia's financial losses were far greater than Pinocchio's, largely because so few theaters had the expensive new sound system Disney required to show his film-symphony. The deficits left the company unable to pay its guaranteed quarterly dividend to preferred shareholders. And the expensive new studio was already starting to feel more like a dropped anchor than a sail spread wide to catch the creative winds.

Steven Watts, Historian: The new Burbank studio was a kind of a case study in "be careful what you ask for." It was so nice that it was almost sterile. It was all rationalized. It was all organized. And something, the quality of the creative experience, was almost designed out of the operation.

Narrator: There was something unmistakably mechanical at the heart of Walt's workplace utopia. People were segregated by task, as at an industrial plant. Company hierarchy was more rigid, more obvious, and more carefully policed by Disney administrators.

The tonier perks accrued to the highest links of the corporate pay-chain. Membership in the Penthouse Club, with its gymnasium, steam room and restaurant, was reserved for top writers and animators -- all men still. So were office niceties like area rugs, drapes, easy chairs and armoires.

When animator Don Lusk started doing friends a favor by picking up the slack on lower-level jobs like clean-up and in-between, somebody above took note.

Don Lusk, Animator: I came into the room on a Monday morning and all that was in there was a desk. The rug was gone. The coat closet was gone. My easy, foldout chair was gone. Everything was gone excepting my desk and a chair. I called up and I said, "What the hell is going on?" And, they said, well, I'm not animating so you don't get a rug on your floor.

Robert Givens, Animator: Yeah, I missed the old Hyperion place. It was beginning to feel like corporate America, you know? It was just getting too big and losing the family touch.

Neal Gabler, Biographer: The studio had grown so rapidly that there were all of these folks in the animation process: you know, the assistant animators, the in-betweeners. They didn't know Walt Disney. And they weren't well-paid by Walt Disney, as the master animators were. I think Walt Disney's attitude was: Lookit, anybody can do that stuff. The master animators, that's one thing. But doing in-between work, why am I going to pay them top dollar? They're not artists.

Tom Sito, Writer: Some of the people who told me about the cafeteria, they said the cafeteria was wonderful, but most of the rank-and-file artists couldn't afford to eat there. They still had to go out to the sandwich wagon out on the street 'cause the salaries were all over the place. You know, I mean, there were people making $200 and $300 a week and people making $12 a week.

Narrator: Workers at the bottom of the Disney ladder were starting to grumble in 1940; now that the company's finances were public, everybody knew the boss was making five or 10 times more than the highest paid members of his creative team; and more than 100 times that of the women working in ink-and-paint.

Disney, who still insisted that all his employees call him "Walt," was oblivious to the complaints at his new studio. It was no longer common to see him wandering the halls, engaging in idle chatter, batting around story ideas. He spent most of his time in his own suite of offices, with its private bath and bedroom, and a team of secretaries standing guard at his door.

Hollywood was famous for its glamorous movie stars and directors, but it would not have functioned without the men and women working behind the scenes -- building sets, adjusting lights, drawing animation.

When federal legislation had passed in 1935 allowing collective bargaining, Hollywood's backstage hands began to organize. More than a half-dozen Hollywood unions and guilds emerged in the late 1930s to bargain for better working conditions and better pay. Among them was the Screen Cartoonists Guild, which offered representation for the animators, assistants, in-betweeners, and ink-and-paint artists working across the industry.

By 1940 the cartoonists guild had organized the animation departments at all of the major studios; except Disney's, which employed more than half the men and women working in the field of animation.

Tom Sito, Writer: Even after organizing MGM, and Warner Brothers, and Screen Gems, and George Pal, and Walter Lantz, it only came to maybe about 150 people while Disney's was like 600. If unionism was to work in Hollywood, Disney's was the ultimate battle.

Narrator: Walt Disney saw little reason to be worried. He was not like those other fat-cat studio heads, he told himself. He and his "boys," as he called his animators, were in this thing together.

Carmenita Higginbotham, Art Historian: Walt sees himself as the father of this company and that everyone who works for him believes in what they are doing, the enterprise of being animators, of being artists, and being part of a business, and part of the studio.

Neal Gabler, Biographer: "Why in the world would anyone need a union, when I'm giving you everything you could possibly want?" He didn't see paternalism in this. He saw kindness and generosity in it.

Narrator: There were plenty of people at Burbank who did not see the labor situation as Walt Disney did; and among them was one of his best animators, Art Babbitt. Babbitt had been with Disney for nearly a decade, contributing to every major film, and almost single-handedly creating the popular character Goofy. He was one of the highest salaried animators on the Burbank lot, but made little effort to hide his sympathies for other animators who had been denied on-screen credits, or for the hundreds of assistants and inkers who were barely eking out a living.

Neal Gabler, Biographer: He was rather a large personality. He wasn't subservient to Walt. He didn't have that kind of relationship to him. He was his own man, he was independent, and Walt didn't like it.

Tom Sito, Writer: Babbitt used to tell the story about a young painter who was making $16 a week whose husband had run off because of the Great Depression. And what she was doing is that she was skipping lunches because she wanted to keep feeding her family. And one day she actually fainted from malnutrition.

Narrator: Disney didn't see the problem, and certainly didn't want to hear about it. He was incensed when he learned that the Screen Cartoonists Guild was trying to organize his shop. He was certain he had the right to run his own company as he saw fit. In February of 1941, Walt decided to make his case, personally, to the men and women working for him. He gathered the staff in the only auditorium at the studio big enough to hold all 1,200 of his employees.

Walt Disney (archival audio): In the 20 years I have spent in this business, I have weathered many storms. It's been far from easy sailing, which required a great deal of hard work, struggle, determination, confidence, faith, and above all, unselfishness. Some people think that we have class distinction in this place. They wonder why some get better seats in the theater than others. They wonder why some men get spaces in the parking lot and others don't. I have always felt, and always will feel, that the men who contribute the most to the organization should, out of respect alone, enjoy some privileges. My first recommendation to the lot of you is this: Put your own house in order. You can't accomplish a damn thing by sitting around and waiting to be told everything. If you're not progressing as you should, instead of grumbling and growling, do something about it.

Narrator: Much of the staff left the auditorium infuriated. "This speech recruited more members for the Screen Cartoonists' Guild than a year of campaigning," reported one left-wing magazine.

Babbitt was now convinced Disney workers needed a real union and signed his Screen Cartoonist Guild membership card, which made him the highest-ranking Disney employee to openly challenge the boss. Walt Disney saw Babbitt's move as a personal betrayal. "I don't care if you keep your goddamn nose glued to the board all day or how much work you turn out," he told Babbitt in the hallway one day. "If you don't stop organizing my employees, I'm going to throw you right the hell out of the front gate."

At the end of May 1941, Disney sent a letter of termination to Babbitt citing as cause "union activities." Word of Babbitt's firing shot through the studio in Burbank. Disney employees who supported the guild met after work the following evening, and by a vote of 315 to four, determined to take a stand against their boss.

When he drove up to his studio gate on May 29, 1941, the picketers were already on the march. Walt Disney was forced to wend his way through more than 200 of his striking workers. Nearly half of the studio's art department had walked out, and it wasn't just the low-wage workers; some of Disney's most trusted animators were also on the picket line.

Don Hahn, Animator: The street's full of strikers, not only from Disney but from other studios, parading back and forth with signs and this wonderful, idyllic, utopian place is in shambles.

Ron Suskind, Writer: All of a sudden the moment of the shared, that "we are in this together, the victories are all of our victories," that spell gets broken.

Sarah Nilsen, Film Historian: He poured his passion, everything he believed in into his studio. It was the studio that went against him at this point. It was his own creation that went against him.

Douglas Brode, Film Historian: A certain light, if not had gone out, at least dimmed inside Walt Disney. There is before the strike and there's after, and he was two different people.

Narrator: Another man might have walked away from his shattered Utopia and called it a day. But Disney still had work to do, and woe be to the forces that stood in his path.

[NIGHT TWO]

Neal Gabler, Biographer: Walt Disney could deal with anything creatively. He could yell and scream and that's where he wanted his energies to be devoted. But he didn't want to be devoted to this. And he couldn't understand it.

Narrator: Employees at the Walt Disney studios had been begging for better wages, extra pay for overtime, and a uniform system for determining job titles and screen credits for months. Walt had waved this off as the hobby-horse of a few hotheads and union agitators, right up to May 29, 1941, the day nearly half of his art department walked out to take up positions on the picket line. The strike demonstrations got bigger in the first weeks, and louder, and so did the threat to the already shaky studio.

Disney's last two feature films -- Pinocchio and Fantasia -- had both lost money and investors were fleeing; the company stock had dropped from $25 dollars a share to $4. Walt Disney needed a box office hit soon, and his own workers seemed intent on derailing the studio's only two hopes: Dumbo and Bambi.

Tom Sito, Writer: As the strike lingered and kept going, the mood of everybody started to get ugly, and people started to get angrier, and then Walt was getting angry.

Narrator: A month into the strike, Disney refused to recognize the union representing his workers, the Screen Cartoonist Guild. He refused to negotiate with the guild's representative, Herbert Sorrell. And he refused to make apologies to the man whose firing had prompted the strike, long-time Disney animator Art Babbitt.

Tom Sito, Writer: There was one day where Art Babbitt noticed Disney driving to the gate. And Babbitt just kind of blew his stack and just jumped over and grabbed the bullhorn and shouted out loud so everybody could hear, "There he goes, the great man," and basically just heaped abuse on Disney. "Shame on you, Walt Disney."

Narrator: As the crowd cheered, Disney jumped out of his car and charged at Babbitt. The two men had to be pulled apart.

Walt Disney could not believe that so many of his workers had actually taken sides with the union, and against him. Disney sniffed conspiracy -- and a big one. He went public with his pet theory in a full-page advertisement in a Hollywood trade paper, Variety.

Nancy Koehn, Historian: He needed to have a bad guy. He needs to blame it all on a villain. And in this case, the new flavor of the month in Hollywood at that time and later, would be the shadow or specter of Communism.

Eric Smoodin, Film Historian: He becomes then like a typical industrial boss. Most American executives at the time blame unionization on Communists. So in this way Disney becomes completely conventional.

Neal Gabler, Biographer: Walt Disney is being bombarded by all of this negativity. And it's just not something he was accustomed to.

Narrator: "The entire situation is a catastrophe," he wrote to a friend. "The spirit that played such an important part in the building of the cartoon medium has been destroyed... I have a case of the D.D.'s -- disillusionment and discouragement." The next day Disney skipped town for a 10-week working tour of South America, and left the headaches to his brother and long-time business partner, Roy.

Steven Watts, Historian: What Walt Disney was doing was getting away, period. He just was sick and tired of the whole business, and he wanted to go away and do something else.

Neal Gabler, Biographer: South America is a real relief for Walt Disney. Wherever his plane lands, people are there to greet him; dignitaries invite him to dinners. Everybody loves him. And I think the contrast between the affection with which he's greeted in South America and the kind of hostility with which he'd been greeted in Los Angeles isn't lost on him.

Narrator: Disney was still on the road in South America when his father, Elias Disney, died unexpectedly. Walt declined to cut his trip short and return home for the funeral of the man with whom he had clashed much of his life. This was just fine with Roy; he was happy to have Walt and his explosive temper remain at a safe remove while he tried to make peace with the Screen Cartoonists Guild.

Steven Watts, Historian: Roy Disney sees the writing on the wall. He sees that unionization is coming into the studios whether we like it or not, and he wants to settle this. He wants to get things up and running.

Narrator: By the time Walt did finally return at the end of October, Roy had resolved the strike. The workers had been granted almost everything they had asked for. The Disney art department was back on track, but the studio would never again feel like family to Walt.

Don Lusk, Animator: The gal I married was a secretary in personnel. She was called up to Walt's office to help on the files. And she would go through and find people that were out on strike. And they were moved from here to this file. Walt came in and said, "How's it going?" She just said, "What are we doing this for?" And he said, "Well, these are the people that are true to Disney. These are the people who at one time or one day will not be here."

Tom Sito, Writer: After the strike, Walt distrusted everybody. One of the great animators who worked on Snow White said, "Walt Disney was a great man. Walt Disney was a genius. If you were his friend, he was a warm friend. If you crossed him, he was a mean SOB."

Narrator: Just a few months after the bruising strike, World War II arrived at the Disney Studios, much of which was commandeered as a base for anti-aircraft troops. Walt kept up a happy front, especially for his two daughters, but things were not great on the Disney lot. Funding for feature film production had dried up by the summer of 1942. The company was limping along on revenue generated by government contracts for propaganda and training films.

Bambi, Bambi (archival): Winter sure is long, isn't it?

Bambi's Mother, Bambi (archival): It seems long, but it won't last forever.

Narrator: Walt was counting on a big box-office hit to revive his faltering studio, and he believed Bambi could fill that bill. He had nurtured the film for nearly five years, kept the project alive through the worst of the strike.

Narrator: When it was finally released in August of 1942, Bambi stood out as the most ambitious feature-length film in the history of the studio: an artist's rendering of the natural world in all its beauty and peril.

The Great Prince of the Forest, Bambi's father, Bambi (archival): Your mother can't be with you anymore. Come, my son.

Neal Gabler, Biographer: Bambi is a triumph for Disney in the sense that it probably extends realistic animation as far as it had gone, up to that point. But by the time the film came out, it was almost as if Disney, in the course of a couple of years, had become passé.

Narrator: Bambi did not make back its costs in its initial run. Disney could tell his investors -- as he could tell himself -- that the war was to blame for the deficit, but that failure -- coming so close on the heels of the strike -- made it impossible for him to deny the obvious. He had invested too much in animated features (money, energy, effort, his own heart) and what did he have to show for it? A crippled company filled with people who had turned on him; a mountain of debt; scorchings from the political press, the art world, film critics.

Tom Sito, Writer: One of the things that was lost was the great period of Disney experimentation. The first five Disney features is known in the business as "The Big Five." And "The Big Five" is Snow White, Pinocchio, Fantasia, Bambi, and Dumbo. Now, if you look at those films individually they don't look anything like one another. When you talk about the Disney style, there was no Disney style back then. Pinocchio looks nothing like Bambi. Bambi looks nothing like Dumbo.

Neal Gabler, Biographer: The paradise that Disney had at Hyperion and into the early days of the Burbank studio is gone. And with that paradise lost, the sense of the animations and the greatness of the animations is also lost. It's never going to be the same.

Johnny Mercer, Radio host (archival audio): Hey Walt, how did you happen to choose the tales of Uncle Remus as the story for Song of the South?

Walt Disney (archival audio): Well, Johnny, I first heard the stories of Uncle Remus when I was a boy down in Missouri. And since then, they've been one of my favorites.

Johnny Mercer, Radio host (archival audio): Your favorites, and a million others'.

Carmenita Higginbotham, Art Historian: The Uncle Remus stories are a piece of American folklore, and that is the kind of story Walt is interested after World War II. It's a way for him to start to break away from the European fairytale as the foundation of his narratives. He sees it as being very personal and speaking to his own sense of boyhood.

Narrator: Disney took a cost-conscious approach on Song of the South, mixing cheaper live-action sequences with animation -- and for good reason. His bankers were no longer willing to risk their money on the Disney studio's full-length animated features, even after the war was over. Many of the first generation of Disney animators had left Burbank, and his once cutting-edge equipment was rusting like a junk-heap in a back lot. By Walt's reckoning, the studio had only one reliable and undiminished asset from its pre-war glory days: his own instincts about what story to choose, and how to tell it.

Steven Watts, Historian: It's the story of outsiders: a young white boy who's dreadfully unhappy, a young black boy who is his good friend, Uncle Remus, the wise old black storyteller, and, in the animated sections, Brer Rabbit himself. And in all of these things, what you get is a typical Disney populist story of the triumph of the underdog, outwitting your powerful opponents, maneuvering, doing what you had to do to triumph.

Narrator: Disney had been thinking about the Joel Chandler Harris stories for years; he had optioned them during his 1939 spending spree following Snow White. The Uncle Remus stories were uncomplicated; the politics were not. Harris had set the action on a plantation in the Deep South just after the Civil War, which meant Disney's adaptation would have to negotiate the questions of slavery and race in America -- a dicey proposition after World War II, when white supremacists in the South were fighting tooth and nail to maintain racial segregation.

Don Hahn, Animator: The core issue is, is it okay to be an African American and have this kind of joyous sense of storytelling about you, knowing that you went through the most horrific chapter of American history? Civil rights was not in full bloom, but certainly the NAACP and men coming back from war were saying, "I fought for an America that was, that was equal. And this is a part of our history that we have to deal with, a very profound social pain that we all share. And we don't want to whitewash into something that is this jolly story."

Carmenita Higginbotham, Art Historian: Walt Disney has never been, up until this point, really concerned about social issues. And to present the black body in the South the way he wanted to through a folktale, which was going to rely very heavily on stereotype, he was going to need to vet that from some source.

Narrator: Disney solicited notes from well-known African American intellectuals and activists, including the head of the NAACP. One scholar told Disney "he could do wonders in transforming public opinion," but only if he avoided the most hurtful stereotypes, like scenes of former slaves belting out happy songs on Southern plantations. Disney took the notes, and then trusted to his own instincts.

Steven Watts, Historian: As usual, when Disney got advice, he often didn't pay much attention to it, and he just sort of went ahead with how he envisioned things.

Narrator: Disney chose to celebrate opening night of Song of the South in Atlanta, Georgia, where the celebrated epic of the Civil War South, Gone With the Wind, had premiered seven years earlier. The actors who played the major white roles were all there. But not James Baskett, who played Uncle Remus: Georgia law barred the movie's star from entering the segregated theater.

Carmenita Higginbotham, Art Historian: It is as if Walt is divorced himself from social context. It's sort of stunning.

Group of slaves on plantation, Song of the South (archival, singing): It's the same ol' thing, want to get a bag of something for the hungry lord. Look up!

Narrator: Critics were split. "The whole film is beautifully produced," wrote one. "The plantation is traditional Deep South -- a dream place of magnolia blossoms and darkies singin' all day long... Don't let the children miss it."

Group of slaves on plantation, Song of the South (archival, singing): …Go fly away! Had the trouble with the weaver!

Uncle Remus, Song of the South (archival): I sure is sorry Ms. Sally.

Sally, Song of the South (archival): No, it's my fault. I should've known you couldn't stop telling your stories. I don't like to say this Uncle Remus, but from now on I want you to stay away from Johnny.

Narrator: Others, like the usually friendly New York Times, hit Disney hard…

Uncle Remus, Song of the South (archival): Yes.

Narrator: ..."The master-and-slave relation is so lovingly regarded in your yarn that one might almost imagine that you figure Abe Lincoln made a mistake." The NAACP decried Song of the South as a "dangerously glorified picture of slavery," and many of its local chapters called for a boycott.

Carmenita Higginbotham, Art Historian: Disney was utterly dismayed by the negative reaction to Song Of The South. He very much believed in the narratives that it was offering. He believed that these were American stories finally getting an opportunity to be on the big screen and in a feature film. And so Walt is sort of shocked and disheartened by the responses that he's getting.

Narrator: Disney decided the attacks were being engineered by his old foes, Communists, who had been waiting for another chance to take a whack at him since the strike. "Hollywood was loaded... with 'em," Walt would say. "I had a lot of people just hoping it was the end."

There was a hot new animation studio in town by 1947 -- United Productions of America. UPA and its founders had very different ideas from Walt Disney's, and it looked like they were leading a creative revolution against everything Disney had stood for.

Tom Sito, Writer: Who says the natural goal of animation is realism? Why can't we use the trends that are entering into modern art? Why can't we do cartoons like this instead of trying to make everything so damn realistic all the time? And UPA was the place where suddenly people were free to experiment.

Robert Givens, Animator: We had a whole new approach, which was nothing like Disney's. We looked at the great guys: Picasso and Miro and those. So we invented a whole new way of doing it. It was now West Bank animation, modern art, really.

Narrator: Disney was keeping an eye on UPA. He wasn't so much threatened by its work as he was galled by its principal talent. Art Babbitt was on the UPA payroll, along with a number of other artists and animators who had fled the Disney studios or been ushered out after the strike.

Tom Sito, Writer: The Burbank River goes past the Disney Studio and then it goes a mile or two down by where the UPA studio was. And Disney used to call UPA "those damn Commies down river."

Robert Givens, Animator: Walt was curious, because he'd send his spies over there to see what us Communists over by the river were doing, you know. He called us the Communists.

Narrator: Hollywood had been hit by another wave of strikes in the first few years after the war, and studio bosses were determined to blunt the unions. Walt Disney was among them. He was a founding officer of the Motion Picture Alliance for the Preservation of American Ideals, an organization sworn to protect the movie industry from what the alliance called "communists, radicals and crackpots."

In October 1947, Walt was offered a chance to hit back at his imagined antagonists. He was invited to Washington to testify before the House Un-American Activities Committee on the subject of "Reds in the Movies," and what might be behind the new wave of labor strikes against the Hollywood studios. Disney, along with a dozen other high profile Hollywood executives and celebrities, was deemed one of the "friendly witnesses."

Speaker of the Committee (archival): And at the present time you own and operate the Walt Disney Studio at Burbank, California?

Narrator: The first thing Disney did was reassure the committee that he was running a clean shop in Burbank, free of any Communist taint.

Walt Disney (archival): They bought The Three Little Pigs and used it through Russia.

Narrator: But then he started to name names -- among them one of the leaders who had organized the 1941 strike against the Walt Disney Studios.

Walt Disney (archival): I believed at that time that Mr. Sorrell was a Communist because of all the things that I had heard and had seen his name appearing on many of Commie front things. And when he pulled the strike, the first people to put me, to smear me and put me on the unfair list were all of the Commie front organizations. Some of my boys, my artists, came to me and told me that Mr. Sorrell, Herbert Sorrell, was --

Speaker of the Committee (archival): Is that Herbert K. Sorrell?

Walt Disney (archival): Herbert K. Sorrell, he laughed at me and told me that I was naive, I was foolish. He said, "you can't stand a strike, that I'll smear you and I'll make a dust bowl out of your place if I choose to."

Tom Sito, Writer: All his testimony was focused on the union leaders. It wasn't just politically who's a Commie, or who's -- politically who's left or who's right. It was all the union leaders.

Neal Gabler, Biographer: The HUAC testimony is 1947. The strike is 1941. So we're talking a six-year period. But I think it goes to show just how long Walt holds a grudge, which is forever.

Tom Sito, Writer: He basically had this narrative in his mind of how he saw the way things happened. And that's when he decried that Sorrell was a Communist.

Walt Disney (archival): ...called them all a bunch of Communists, and I believe they are.

Tom Sito, Writer: He couldn't actually prove he was a Communist. He just said, "I don't know if he's a Communist or not but he probably is."

Walt Disney (archival): 'You think I'm a communist, don't you?' And I told him, that 'All I knew is what I'd heard and what I'd seen.'

Tom Sito, Writer: That's not enough for a trial.

Narrator: Disney and other friendly witnesses like Ronald Reagan and Gary Cooper won plaudits for their performance and provided cover for the studio bosses' next move, which was intended to crush labor union activists.

Eric Smoodin, Film Historian: The black list is designed to rid the industry of Leftists. And in fact it says that the studios would themselves agree not to hire anyone who was understood to be, alleged to be, a Communist. So, Disney is not responsible for this but he's part of a movement that produces it. It means that any number of people lose their means of making a living. And so it, in effect, ruins careers.

Narrator: Walt Disney beat a hasty retreat from the political battlefield after his public testimony. He had no stomach for an on-going fight over ideology, and no interest. He just wanted to get back to work.

Walt Disney (archival): "I just hope that I can find that leprechaun with the pot of gold, because I could really use that in Hollywood with the cost of production going up the way it is."

Narrator: Disney was producing more than ever by 1948, but he was all over the map, in search of the studio's next big thing. He traveled to England to launch a series of live-action films starting with the pirate story Treasure Island. He made others in the U.S., including So Dear to My Heart, a nostalgic look at turn-of-the-century small town America. He spent a week holed up in a hotel room in New York watching television, to see if there was anything to be done in the new medium. He took his daughter Sharon on a trip to Alaska, scene of his first attempt at making a nature documentary, Seal Island.

Don Hahn, Animator: If Disney's going to make nature movies, he has to do what he does naturally. Walt Disney tells stories. So he looks at this thousand feet of footage for seals, and to him he's looking for, "Oh, well, that's the mom seal, and that's the daughter seal. And that's the bad guy seal, and they fight later on. They should fight. If you don't have that footage, go out and shoot it." And he turns it into a narrative.

Narrator, Seal Island (archival): Since no one else will nurse him, let's hope mother comes home soon, for if anything has happened to her, this pup will surely die. There are no orphans on Seal Island.

Don Hahn, Animator: So to him it's a way of getting an animated film, but out of live footage.

Narrator, Seal Island (archival): Yes, here they are at last. Right on schedule. Swimming and diving playfully, as though glad their journey is over. But they don't seem in any great hurry to go ashore.

Don Hahn, Animator: He has to diversify. He has no money. They're really cheap to shoot. I mean the seals don't go on strike.

Narrator, Seal Island (archival): Having a final fling of single blessedness.

Narrator: Seal Island won an Academy Award, and launched Disney's new and profitable line of nature documentaries -- True Life Adventures. But Walt missed the excitement of feature animation, and by 1949 he was ready to start anew. Roy balked -- too expensive, too risky, he said -- and the brothers fought an epic, screaming battle. Walt gave Roy an ultimatum: find the money for animated features, or sell off the business. Roy walked out on him. "You're letting this place drive you nuts," he said on his way out. "That's one place I'm not going with you."

Roy did eventually relent to Walt's desire, as always, and agreed to raise the $2 million they needed for a new animated feature -- Cinderella. But once production on the new film was up and running, Disney was uncharacteristically distant from his studio's signature undertaking. That old Snow White feeling of excitement and new possibilities eluded Walt. He seemed wary of fully investing himself in the film, and left most of the hard work to his staff.

Nearing 50, Disney was also beginning to wear down, and so precipitously that he made sure to keep a trained nurse on the studio payroll. Hazel George came to Walt's office every afternoon at five to give him heat treatment for his back, a Scotch mist or two, and a friendly ear.

Rolly Crump, Imagineer: She was a very pleasant lady. Walt, because he had hurt himself playing polo, almost every night or every other night he would go to Hazel and she would, she'd massage his back and his hips because he was in great pain.

Neal Gabler, Biographer: Hazel George becomes one of those very few figures in his entire life to whom he can talk. It wasn't a sexual relationship; it wasn't anything like that, but she was someone to whom he could say anything and everything, and he could say it in confidence.

Steven Watts, Historian: He's very famous. He's very powerful. He absolutely runs the show. But it's difficult to say, if Walt Disney had any close, close friends, bosom companions that he could really talk to and share things with.

Neal Gabler, Biographer: Walt Disney is at low ebb. He said, "I realize that I'm never going to make anything as good as Snow White." When you think of Walt Disney as the guy who's always looking at the next horizon, the guy who is always trying to break a new path, the guy who's lived for excellence. And then he can say, not only to himself but publicly, "I'm never going to make anything as good as Snow White." You want to hear a man in crisis? That's a man in crisis.

Narrator: In the fall of 1948, as he had done nearly two decades earlier, Walt followed doctor's orders and departed on a vacation. Hazel George, who had seen the enormous new toy train layout Walt had installed in his private office, had suggested he take a trip to a railroad convention in Illinois. Walt had invited a fellow train enthusiast to travel with him. "Goddammit, you have more fun than anybody I know," Disney told animator Ward Kimball.

As the two men rode the rails drinking Scotch mists, Walt regaled Ward with his life story -- from Marceline to Hollywood. By the time they arrived in Chicago, Disney was giddy.

Steven Watts, Historian: It's Disney returning to his roots. The train is something that he associates with his childhood, with growing up where the railroad ran next to his house right through the center of Marceline. The train is something he associates with that vanished age of his childhood.

Narrator: Disney arrived home with a new obsession, having his own large-scale model train -- and he ordered one built at the studio in Burbank. He made it his business to stop by the studio machine shop most days, just to check in on the progress. He was soon spending three or four hours at a time in the shop, and then more hours in the evening, and then all day on Saturday. The head machinist had assigned Disney his own bench and toolset by then, and put him to work.

Neal Gabler, Biographer: Walt Disney was building these trains with his own hands. Manual labor. The great Walt Disney was now devoting his energies to toy trains.

Narrator: When a film critic from the New York Times visited during production on Cinderella, he found Disney, as he wrote, "wholly, almost weirdly, concerned with the miniature railroad engine and his cars. All of his zest for invention, for creating fantasies, seemed to go into this plaything."

When Walt's oft-neglected progeny, Cinderella, finally premiered at the beginning of 1950, critics hailed it as the long-awaited return of the classic Disney form and a must-see.

Fairy Godmother, Cinderella (archival): Now, let's see dear. Your size and shade of your eyes. Mmhm. Something simple, but daring too! Just leave it to me; what a gown this will be! Bippity-boppity, bippity-boppity, bippity-boppity-boo!

Cinderella, Cinderella (archival): Oh! It's a beautiful dress!

Narrator: Roy optimistically told Walt that Cinderella would gross five or six million after those first reviews. It made nearly eight million.

Narrator: Walt was happy to have the financial cushion the film provided his studio, and happy to have the good reviews, but he saw all the movie's imperfections, and every corner cut. It was no Snow White, as far as he was concerned. His interest remained elsewhere.

Steven Watts, Historian: He builds a scale model of the old Marceline barn out behind his house, in the middle of Holmby Hills. And he's out there in overalls and a flannel shirt and a train engineer hat, just monkeying around for hours with designing the track and building the engine.

Richard Schickel, Writer: It was funny, you know, you would see those pictures of him with his train, you know, "ch-ch-ch-ch" train that went around his house, and I think there was pleasure in that for him. It was the toy he never had as a little kid. Something that was just pure fun and pleasure for him to do.

Narrator: There was more in that train than just fun and games for Walt. When Salvador Dali made a visit to Walt's house, the famous painter understood what Walt was up to: Disney was seeking an ideal, and Dali was taken aback at the ambition of it. "Such perfection," the surrealist told Walt, "did not belong to models!"

Nancy Koehn, Historian: It's comfort and salvation and a working surface for the disappointments and confusions that comes to him in that period of his life. "I can't control my workers, it turns out. I can't control the larger stage right now. I can't even completely control my company. So here's a world I can recreate down to the smallest detail, down to tunnels under my wife's flower bed, that is mine, and perfect, and brought to life and safe."

Narrator: Lillian Disney could sense something big brewing in early 1952. "It was one of those moments," she would say, "when Walt's imagination was going to take off into the wild blue yonder, and everything will explode." Walt, Lillian noted, was liquidating long-held family assets. Her husband sold their Palm Springs vacation home and borrowed $100,000 against his life insurance policy. He even sold rights to his own name, to Walt Disney Productions. Then he started an entirely new company, for an entirely new enterprise.

Steven Watts, Historian: He gets a little building, the back part of the studio lot, and he creates this organization called WED, which were his initials: Walter Elias Disney.

Neal Gabler, Biographer: "I'll get a few guys, just like we did when we were making Mickey Mouse, and we'll come up with some ideas." So that's what WED is. WED is the old days.

Narrator: Walt Disney had one very specific vision in mind, and he had already drawn up plans for building this new project, on a vacant lot he owned next to his studio. Disney had actually been kicking around the idea for years.

Alice M. Davis, Costume Designer: When he had his girls and they were very young, he wanted to take them to places they would have fun, but every time he'd go to see a carnival or something else, the men were all filthy dirty looking, and the place was filthy. And he said, "I want a place where people can take a family and have a good time." Whenever he thought of something, it kept getting bigger and bigger and bigger.

Narrator: Disney first dubbed the park "Mickey Mouse Village," but then hit on "Disneyland." By the end of 1952, the plans for Disneyland had outgrown the little eight-acre lot next to his studio. He started culling talent from the Disney production team and sending them to WED. "I want you to work on Disneyland," he told one slightly confused layout artist, "and you're going to like it."

Susan Douglas, Media Historian: Amusement parks were carnival-esque places. These were places where you went to have your sensations stimulated by very, very fast rides, by carnival barkers inviting you in to see Tom Thumb or the Giant Lady. These were places where you went to have the rules not apply.

Marty Sklar, Writer: When Walt told Mrs. Disney that he was going to start a park, she said, "Why would you want to do that? They're not safe. The people in them are not people you want to be around." And Walt said, "Mine's not going to be like that."

Narrator: Disney's newest notion was not unlike his very first commercially-successful idea. Just as he had inserted the real Alice into a cartoon world, Walt thought he could put real people inside a new adventure -- live, and three-dimensional. He would construct the make-believe world for them, just as he had constructed his railroad.

Ron Suskind, Writer: This is a leap-from-the-tub, eureka, run-down-the-street" moment here. Just think about that. "I am going to take what these movies have done, these landscapes that we've invented that are just drawings on paper and colored pencils, I'm going to create a place where you can actually walk within it." This is kicking down many walls of perspective and reality.

Neal Gabler, Biographer: Disney has this great idea for building Disneyland. Now, one problem: Where's the money going to come from?

Walt Disney, One Hour in Wonderland (archival): So you see this is the result of being a good boy for 30 years. Santa finally came across. See the little trolley in there? See that thing there. This up here, this is the whistle.

Girl, One Hour in Wonderland (archival): Mr. Disney!

Narrator: Disney had been looking for the best way to exploit the new medium of television since the late 1940s. He had even taken it for a test drive in 1950, hosting a one-off Christmas special, One Hour in Wonderland, to promote one of his films. The Disney program drew 90 percent of the viewing audience and gushing reviews. "Walt Disney can take over television any time he likes," The New York Times suggested.

Walt Disney, One Hour in Wonderland (archival): You kids help me with the magic words. Bippity-Boppity-Boo!

Narrator: The three major networks had been asking Disney for more shows ever since, and by the summer of 1953, Walt was hot to make a deal. Roy traveled to New York to make an offer to each of the major television networks. The Disneys were willing to produce a weekly show, but for a price: the network that got the show would have to provide much of the $5 million the brothers needed for the construction of Disneyland.

Just two days before the pitch meetings, on a Saturday, Roy decided he needed a sales tool that didn't yet exist: a drawing of the entire park. Disneyland, at that point, was still largely in Walt's head, and his head alone. Roy called Walt, and Walt called an old Disney art director and begged him to help -- "like a little boy with tears in his eyes," Herb Ryman recalled. Walt stayed at Ryman's side for more than 42 hours straight, delivering him sandwiches and milkshakes, and describing what he wanted through billows of cigarette smoke.

Don Hahn, Animator: So Walt can stand there and direct him around and say, "No, now make the castle bigger, and let's put a Frontierland over here, and maybe there's going to be an Indian village, and direct the orchestra." It's like Walt can stand there and go, "A little more viola, please," and have Herb Ryman lay out this whole plan.

Narrator: The two men put the drawing on a plane that Monday, but Roy still had a hard time sealing the deal. NBC and CBS had no interest in putting up the money for something called Disneyland. It took Roy months to convince the perennial third-place network, ABC, to take the bait. Walt later joked, "ABC needed the television show so damned bad that they bought the amusement park."

Richard Schickel, Writer: That was a probably pretty dangerous moment for him, corporately-speaking. Will it be a success? Will it be a failure? If it's a failure, you know, the whole company is kind of on the line.

Carmenita Higginbotham, Art Historian: He saw this as his personal statement about who he was, who the Walt Disney company was, and who he thought America was. He believed in this so strongly.

Narrator: Disney's plans for the 160-acre building site in Anaheim, California, called for 5,000 cubic yards of concrete, a million square feet of asphalt pathways and acres of flowers and greenery. The designs included a three-quarters scale replica of an 1890s Main Street, suspiciously similar to Walt's memories of Marceline, man-made riverbeds for the steamboat in Frontierland and the Jungle Cruise in Adventureland, and a Bavarian-style castle towering 80 feet above Fantasyland. There were also plans for more than a mile of narrow-gauge railroad track ringing the park, and beyond that, a 20-foot high berm, so that the real world could not intrude.

Bob Gurr, Designer: The first time I ever saw Disneyland, it was a great big dusty place full of bulldozers and orange trees being knocked down and concrete forms being built. And when I first saw it, I thought, "We're going to open in six months? How in the world are they ever going to do this?"

Narrator: The desire for escape and amusement was growing in mid-50s America, and more and more people had the means of pursuit. Americans were fanning out into the suburbs. More families than ever before had a television set in the living room, and extra cash in the family paycheck for entertainment, travel, toys.

The biggest generation America had ever seen -- the Baby Boomers -- had reached school age. These children were not yet old enough to drive the family car, but they were old enough to drive family spending.

Susan Douglas, Media Historian: These kids are eight and nine years old. And they're looking for a kind of set of cultural values that are a bit different from the privations of the Depression and the war.

Jiminy Cricket, Disneyland (archival): When you wish upon a star, makes no difference who you are.

TV Announcer, Disneyland (archival): Each week as you enter this timeless land, one of these many worlds will open to you. Here now to tell you about it is Walt Disney.

Walt Disney, Disneyland (archival): Welcome. I guess you all know this little fellow here. It's an old partnership.

Marty Sklar, Writer: I think he was one of the great salesmen of our time because he never tried to sell something he didn't personally believe in.

Walt Disney, Disneyland (archival): Now we want you to share with us, our latest and greatest dream. That's it, right here -- Disneyland! Seen from about 2,000 feet in the air and 10 months away.

Neal Gabler, Biographer: Now, Walt Disney is creating anticipation for Disneyland. And he's making people feel -- particularly children --, "This is the most magical place. You have to come here." He makes it a destination.

Walt Disney, Disneyland (archival): We hope that through our television show that you will join us and take part in the building of Disneyland, and that you will find here a place of knowledge and happiness.

Sarah Nilsen, Film Historian: He was very humble, and open, and seemed very accessible. At the same time he'd never condescend. He always talked to children as peers, as equals.

Walt Disney, Disneyland (archival): But this year...

Carmenita Higginbotham, Art Historian: Walt becomes the master of dreams and hopes, not in a off-putting way, not in a way that feels unrelateable.

Walt Disney, Disneyland (archival): Now at the foot of Main Street, about where you're sitting, is the plaza.

Narrator: It was a Frontierland offering -- "tall tales and true from the legendary past" --- that became the talk of the schoolyard.

Walt Disney, Disneyland (archival): Now in our TV series from Frontierland, we're going to tell about these real people who became legend, like Davy Crockett.

Narrator: Davy Crockett aired on three separate Wednesdays from December of 1954 to February of 1955.

TV Announcer, Disneyland (archival): Davy Crockett, Indian Fighter.

Narrator: Children across the country fell hard for the larger-than-life frontiersman.

Susan Douglas, Media Historian: Davy Crockett was homespun, plain spoken, tough, enterprising. He was the rugged individual who triumphed over everything. He really embodied a nostalgic, idealized view of American male values.

Douglas Brode, Film Historian: Davy Crockett is incredibly anti-authoritarian in a way no other western hero for kids were at that time. When Davy Crockett arrives at Andrew Jackson's camp, the first thing he does is disobey orders.

General Jackson, Davy Crockett (archival): Goodbye? Where do you think you're going?

Davy Crockett, Davy Crockett (archival, TV): Home.

Major, Davy Crockett (archival): You're going after Red Stick with the rest of my command. This war isn't over yet.

Davy Crockett, Davy Crockett (archival): I ain't quitting the war, me and my neighbors will be back directly. You see General, we only volunteered for 60 days and that's long since up. Catching Red Stick's likely take up the rest of the year. We've gotta see our families is took care of before we start in on anything like that.

General Jackson, Davy Crockett (archival): Well Major?

Major, Davy Crockett (archival): Desertion is a serious crime in the army, Crockett!

Douglas Brode, Film Historian: Disney films told children to emulate Davy Crockett and that means listen to your own inner self -- "Do not do what authoritarian figures tell you to do if you believe they're wrong."

Neal Gabler, Biographer: The Davy Crockett series was one of those things that hits American culture in a way that only a handful of things ever hits American culture: Elvis Presley, the Beatles. You know, Davy Crockett was kind of like that. It was a sensation.

Narrator: Davy Crockett even proved a powerful pop culture symbol in the Cold War between the United States and the Soviet Union, a battle of ideologies -- fought with words, and pictures, and stories.

Steven Watts, Historian: Davy Crockett's famous saying was, "Be sure you're right, and then go ahead." And I think that's what Americans wanted to think about themselves in the Cold War. "We're sure we're right, and by God, we're going to go ahead."

Neal Gabler, Biographer: His animations created a perfect and artificial world. And what he was really doing is, he was making that material in Disneyland. He always thought of Disneyland as a living animation, a living movie. And he thought people would love to enter a film, not just watch it.

Marty Sklar, Executive: You're walking into the story. And the things that we worked so hard -- and this was Walt -- that we worked so hard to avoid is letting people out of the story with discordant details: something out of the time period that doesn't work. Even the trash cans in the parks are for that particular story, that theme.

Narrator: Walt was down in Anaheim almost every day. He would walk every inch of the construction site, barking orders: "Move that gazebo! It's blocking the view of the castle. Can we make that lake bigger? Move the train wreck 50 feet! That tree's too close to the walkway! How about moving it?" Never mind it weighed 15 tons.

Bob Gurr, Designer: Walt was literally down there every day watching everything, but never distraught, never negative, just urging everybody on, exploring all the ways how to fix stuff.

Neal Gabler, Biographer: Walt is interested in every blade of grass. He's interested in every leaf on a tree. He's interested in where everything is placed. There's not an attraction that Walt Disney isn't deeply involved in.

Narrator: Disney's constant demands put the entire operation behind the eight-ball, as did his stubborn insistence to get Disneyland up and running in a hurry. Six weeks from his announced opening date, panic was starting to set in. The entrance plaza was not yet landscaped; Main Street was unpaved, the castle unfinished. The Jungle Cruise boats were moving, but the robotic animals had yet to be installed.

As opening day approached, less than half of the planned attractions were ready to receive visitors, and members of the WED staff were lobbying to push back the opening. Walt was uninterested in the naysayers. He just kept pushing harder. The construction crew tripled in the final weeks, to 2,500 men, many of whom were working 16 hours a day. Costs climbed to more than $17 million, more than three times the estimate made when construction began.

Marty Sklar, Executive: So many things were finished at the last minute. There was a plumbers' strike in Orange County, which was settled about a day before Disneyland opened. So Walt had the choice of finishing the bathrooms or the drinking fountains. And of course he chose the bathrooms.

Bob Gurr, Designer: Well, the interesting thing about Walt, just before the park was getting ready to open, he was so excited. Like a proud father. Look what he's got now! That was Walt at his best. His enthusiasm of pursuing where he wanted to go, and everybody was just going to follow him right along.

Narrator: The park was a-bustle the day before the opening. ABC was setting its cameras and running rehearsals for the next day's broadcast, which was planned as the biggest and most ambitious live telecast ever. One work crew was frantically trying to dig out the 900-pound mechanical elephant that was sinking into the Jungle River. Another was adding lead weights to the front of the train engine to make sure it didn't tip backward. Painters were settling in for an all-nighter. Walt himself put on a mask and helped spray-paint backdrops for the 20,000 Leagues Under the Sea exhibit. He was still at Disneyland at 3:00 in the morning, walking the grounds, barking orders. "We need new murals for the trains! Get me an artist!"

July 17, 1955 dawned unusually hot in Anaheim, California. The temperature was already nearing 100 degrees when word came that traffic into the park was backed up for seven miles on Harbor Boulevard. When the gates opened that afternoon people flooded in -- many of them waving counterfeit tickets.

Hank Weaver, Reporter (archival): You are now in the press room of Disneyland, which is equipped to service over 1,000 members of the worldwide press here to cover this truly great event and to start the proceedings we take you to the entrance of Disneyland and your host, Art Linkletter.

Art Linkletter, Reporter (archival): Well this job in the next hour and a half is going to be a delight. I feel like, well I feel like Santa Claus with a $17 million bundle of gift packages all wrapped in whimsy and sent your way over television with the help of 29 cameras, dozens of crews, and literally miles and miles of cable. Now, of course, this is not so much a show as it is a special event.

Hello, Walt! Hello, Governor!

Walt Disney (archival): Hi, hi Art!

Art Linkletter, Reporter (archival): Hi, how'd the run go?

Walt Disney (archival): Oh fine, fine! The Governor had her round through Frontierland and then Fred Gurley there, he took her round. I picked her up and brought her in, high ball her in, boy!

Steven Watts, Historian: They have dozens of cameras all through the park. And the hope is that they will go from this scene to that, and here to there, and show all parts of the park. And about half of it worked and half of it didn't. Technology, of course, in the TV age in that period was very crude. It was live TV, and there were a lot of screw-ups.

Well, ladies and gentlemen, it's Bob Cummings again, back with you. And like the Peter Pan Fly-Through -- .

Walt Disney (archival): I'd like to read these few words of dedication. "A vista into a world of wondrous ideas signifying man's achievements" -- I thought I got a signal?

Narrator: The audience for the live broadcast that Sunday was double Disney's normal number. Nearly half of the American population took in Disneyland from the comfort of their own living rooms, which had its advantages. Fantasyland was closed by a nearby gas leak. Mr. Toad's Wild Ride succumbed to an overload of the park's power grid.

Bob Gurr, Designer: It was so hot! It was just not a day you want to have that much heat. The asphalt was still soft, and gals with the high heels were going down in the asphalt.

Rolly Crump, Designer: The lines were so packed we didn't try to eat because it was, the lines to get food was ridiculous. The whole thing was a bit of a nightmare.

Marty Sklar, Executive: Oh, it was awful. It was terrible. There were rumors that some of the Hollywood personalities were using language that shouldn't be heard by children.

Narrator: Newspaper reporters were crawling all over the park that day, filling their notebooks with mishaps and misadventures for their next-day stories. Walt didn't care. His daughter Diane said she had never seen him happier.

Art Linkletter (archival): Walt, you've made a bum out of Barnum today, but we've gotta go.

Walt Disney (archival): I know, but I just want to say a word of thanks to all the artists, the workers, and everybody that helped make this dream come true.

Art Linkletter (archival): Let's go into Fantasyland and have some fun.

Walt Disney (archival): Have some fun! Let's go.

Art Linkletter (archival): Goodbye, folks!

Narrator: Disneyland was thrown open to the public the day after the gala opening, and people began lining up at 2:00 that morning for the chance to be the first ones through the gate. The park drew a million visitors in its first 10 weeks alone; pretty soon there were five million per year, and Walt's paradise had become a must-see for foreign dignitaries on tour in the U.S. Prime Minister Nehru of India touched down in the park, as did the King and Queen of Nepal, the Shah of Iran, political leaders from Europe, Africa and South America. Soviet Premier Nikita Khrushchev threw a fit when the U.S. State Department, citing security concerns, quashed his planned visit to Disneyland. These world leaders saw Disneyland as a quick and easy window into the U.S. psyche -- the Cliff Notes version of American history and culture.

Walt's countrymen, meanwhile, were enticed to this new vacation destination by a simple promise: a day's escape from the cares and concerns of everyday life.

Steven Watts, Historian: What introduces all of it, that you have to go through when you come into the park, is this idealized rendering of small-town America, the values, the feel, the ethics, all of that. What Disney's trying to do at some level of awareness is to create an image of America that people would like to think exists.

Riverboat Announcer (archival): On Tom Sawyer's Island, you see Old Fort Wilderness shelter and protection for the hearty pioneers, pushing ahead into unsettled territory. Off the port bow, a friendly Indian village where members of many tribes gather to perform ancient ceremonial dances.

Carmenita Higginbotham, Art Historian: Disneyland is a space in which American ideals are celebrated. So you have Frontierland, and you have gestures to America's past -- and not the complicated moments, not the moments that are about pain and suffering. If there's a Native American presence at Frontierland, it's not about contest. It's about resolution.

Narrator: Frontierland and Adventureland pointed back, Fantasyland inward. Tomorrowland compassed advances in science and technology that assured better days to come. And all under the guidance of corporate America.

Disneyland Announcer (archival): Welcome to Monsanto's Plastics Home of the Future. As you entered this experimental model home, perhaps you notice that the house itself is constructed entirely of plastics.

Carmenita Higginbotham, Art Historian: Disneyland is the idealization of the past and the hopeful regard for the future. It is not about now. It is a complete release from all of those burdens.

Neal Gabler, Biographer: What people find there is a perfection that you can't find in real life. It's odd to say that something's better than real, because after all, what's better than real? But Walt Disney was the man who helped discover things that are better than real.

Narrator: "Disneyland materializes bigger than life and twice as real," one magazine writer gushed. Another praised Disney for tending his creation "with the sureness of a mature master who can still retain the vision of a child." There were a handful of early critics. "The whole world, the universe, and all man's striving for dominion over self and nature," wrote a journalist, "have been reduced to a sickening blend of cheap formulas packaged to sell. Life is bright-colored, clean, safe, mediocre, inoffensive." Walt Disney wanted bright and clean and safe. He loved the place.

Bob Gurr, Designer: Walt treated that park as his personal toy. Over the firehouse there next to the City Hall, they had a little apartment. He and Lilly would go down there on a Friday or Saturday night. He'd get up early in the morning before anybody showed up, and he'd go over to a little store where they had orange juice being freshly squeezed, and he'd go out there in his bathrobe and get it and come back up to his little apartment.

Ron Miller, Son-in-Law: It was a good place for Walt to relax, get away from the crowd. But it was adjacent to the jungle ride. All night long, you would hear, "Ha-ya-ya-ya, Ha-ya" -- all night long.

Rolly Crump, Designer: If you saw him in person, you'd never recognize him from the man that was on TV. Walt was really quite bent over. Well, with his little sweater that he wore, his little golf sweater, and he never combed his hair, he'd wander around Disneyland and nobody knew who he was. He used to get in line and stand in line for as long as it took to see the attraction and just listen to what people had to say because there might be something that he would hear that would spark him into some of the attractions that he was doing.

Narrator: At a dinner party one evening, a friend suggested to Disney that he was popular enough to be elected President. Walt fixed him with an incredulous stare. "Why would I want to be President of the United States? I'm the King of Disneyland."

In July 1956, the summer after his theme park opened, Walt Disney alighted in Marceline, Missouri, the town where he had briefly lived a half-century earlier. He had been asked back to dedicate a park named in his honor, and surprised the town fathers by accepting the invitation. Marceline accorded Walt and his brother Roy a hero's welcome, and Disney luxuriated in the glow of the town's adoration. The reception seemed to confirm Walt Disney's fondest idea of himself. He was the exemplar of the simple and steadfast virtues of middle America: a small-town boy made good.

It didn't matter that Walt had spent nearly his entire childhood in Kansas City and Chicago, and his entire adult life in Los Angeles. He was reclaiming Marceline as home. This was classic Disney: an act of will, and of imagination. He was rewriting his own childhood with a happy ending.

Don Hahn, Writer: Mark Twain had his Hannibal, Walt Disney was going to have his Marceline. He could go out and just play. And sit in his wishing tree. And hear the trains go by at nighttime, trains that could take him anywhere in the world.

Sarah Nilsen, Film Historian: For him everything springs out of Marceline. This is the place you need to represent and signify as the one where I came from.

Carmenita Higginbotham, Art Historian: It almost feels like it's locked in time. It's frozen. And he can relive it over, and over, and over again. I think that is the appeal of it. It's a romanticized period of his youth, and he accesses it. He can go back to it and use it as a touchstone for his understanding of what an ideal childhood should be.

Narrator: By 1960, Walt Disney stood atop one of the world's most profitable entertainment enterprises. The steady stream of revenue from Disneyland meant Walt was free from interference from his bankers for the first time in his 40-year career. But whether he was making improvements on his theme park, or overseeing his TV shows and the half-dozen movies his studio was producing every year, he was always thinking about protecting his legacy. "Disney is something we've built up in the public over the years," he explained to one young writer. Disney "stands for something."

Ron Suskind, Writer: Brand wasn't used back then, but you know I now am a symbol, is what he's saying. And I think what he's trying to wrestle with is how does it feel to be a symbol. How does it feel to be essentially a one-word representation of a lot of stuff?

Carmenita Higginbotham, Art Historian: As he solidifies as a brand, you don't have that risk-taking that you felt in the early years of his career.

Ron Miller, Son-in-Law: He invited Diane and I over to watch a film. The film was To Kill a Mockingbird. He said, "Boy, that was a hell of a picture. I wish I could make a picture like that." And you could feel that he felt restricted in what he - how far he could go.

Jimmie Dodd, The Mickey Mouse Club (archival): And one more thing we want you to always remember...

Jimmie Dodd, The Mickey Mouse Club (archival): Why? Because we like ya!

Don Hahn, Writer: It is entertainment that is bounded by Walt's ethics and his aesthetics and his perception of what a family audience wanted and needed. You're going to see the happy ending. You're going to see a film or a theme park or a place to go where it shows the hope of the human spirit, excelling and winning at the end of the day. Because that's who he was.

Narrator: Disney made no apologies for his work, whatever his private misgivings. He would sometimes say -- with more than a little revisionist history -- that he had never thought of his movies as art, but as show business. And could point to his huge box-office take as proof that he was serving an appreciative public.

Walt Disney, Disneyland (archival): Hello, I'm sorry you got lost.

Narrator: When ABC expressed frustration over the falling ratings of his television show, Disney simply moved it to NBC's Sunday evening line-up and stayed on as host.

Walt Disney, Disneyland (archival): Now in a few moments, we'll head over to stage two for the filming of the final scene of Babes in Toyland. Then after that…

Richard Schickel, Writer: He liked his fame. He was comfortable with it. He liked introducing the TV show. He liked the character he created, of the avuncular Uncle Walt.

Walt Disney, Disneyland (archival): The motion picture set is probably the most expendable part of filmmaking.

Rolly Crump, Designer: They would write scripts and have a monitor for him to read when he was on TV, and then he'd just forget it, he just would wing it. So he loved winging it on TV.

Singing Tree, Disneyland (archival, TV show character): Time to shoot the final scene. All the cast and all the crew are on stage two.

Carmenita Higginbotham, Art Historian: There is something very affable about Walt Disney the host. He's there every week. He's a regular part of your living room experience.

Walt Disney, Disneyland (archival): Well, this is how a busy movie set looks to the man behind the man, behind the camera. It seems to be…

Carmenita Higginbotham, Art Historian: He speaks to you as if you mattered to him.

Carmenita Higginbotham, Art Historian: Is it really him? I don't know. I want to believe it's him. I hope it's him. And I think audiences hope it's him as well.

Narrator: Walt was aware of the gap between himself and the persona he had created for public consumption. "I'm not Walt Disney," he once told a friend. "I do a lot of things Walt Disney wouldn't do. Walt Disney doesn't smoke. I smoke. Walt Disney doesn't drink. I drink."

He told himself he was the same regular guy he had always been. He got his haircuts at the company barbershop, drove himself to the office every day, and carried cans of his favorite chili-and-beans on trips to London or the French Riviera. But he was not like everybody else, and he knew it.

Floyd Norman, Animator: Every time Walt walked down a hallway, he would give a loud cough. Naturally you'd think Walt's coughing because he was a smoker. But his cough was not necessarily due to smoking. It was a warning sign so we would know that the boss was in the area.

Richard M. Sherman, Composer and Lyricist: In Bambi, there's a line when "Man is in the forest," there was danger. You have to be worried. We'd hear Walt coughing coming down the hall. And one of the guys would say, "Man is in the forest." And we'd all get ready for Walt.

Rolly Crump, Designer: He walked through the door and, you know, pins would drop. You couldn't hear anything. His personal power walked right with him. You knew you were sitting with Walt Disney.

Richard M. Sherman, Composer and Lyricist: And there was no joking around. He would sit down, he'd say, "Okay, guys, what you got?"

Narrator: Disney's company was bigger than ever in the early 1960s, with money to burn. But Walt was as restless and driven as always, and still difficult when things were going against him. He quit speaking to his brother Roy for months during a contentious contract negotiation. He still chain-smoked through every story meeting, always aware that the clock was running.

Ron Miller, Son-in-Law: For the most part he was patient, but when somebody was really off base, his eyebrow would go up, and his fingers would start tapping. That was a sign.

Floyd Norman, Animator: Walt was not generous with praise. If he was pleased with something, he would simply say, "That'll work." If you could get "That'll work" from Walt Disney, you knew you had done your job. That was a good day. That was a good meeting.

Richard M. Sherman, Composer and Lyricist: Walt Disney could be very hard on someone if they weren't cooperating in his way. He'd jump on them really very badly. Because if somebody's, "Nah, just doesn't hit me. I just don't like it," he'd say, "If you can't think of a way to improve it, or try to, then keep your mouth shut." Oh, he got very upset with them.

Rolly Crump, Designer: I only saw him -- in the seven years that I knew him -- I only saw him unload twice. And I thought, "God, I'll never reach that point to where he unloads on me." But the people that he unloaded on deserved it. I was there. Once he's made a decision you abide by it, whether you agree with it or not, he's the boss, for God sakes.

Richard Schickel, Writer: I don't think he was totally grounded. I think he wanted to be what his image was. I think He wanted to be thought of as "hail-fellow-well-met," good-natured. But he wasn't. Nobody who does stuff on the scale that he did is a good-natured, sweetheart of a guy. He was a hard-driving guy. And I don't think he ever resolved those conflicts.

Narrator: Walt Disney had no real intimates outside his own family and made little room in his life for friends. But he wanted acceptance and love and acclaim with a greediness that would have looked pathetic in a less successful man.

At age 61, he had won more Academy Awards than any other film producer in history, but it irked him that he had never even won a nomination for the most coveted prize -- the Oscar for best picture. The boss's increasing engagement in one particular film in the Disney pipeline started to create buzz around Burbank in 1963. Mary Poppins was based on a favorite children's novel of Disney's daughters, and a project Walt had started thinking about twenty 20 years earlier, back in that long-vanished era of limitless possibility after the worldwide success of Snow White. And memories of that formative era seemed to be tugging at Walt.

Ron Miller, Producer: There was no animation in Mary Poppins. I'll never forget, one time we're going over a scene and Walt said, "By the way, Ron, would you look up Song of the South, and reel two, a hundred feet into it? Put it in a projection room. I would like to run it for the guys." They looked at each other. "What the hell is this all about?" And we went into the room, and it was live action and animation. And he got up and left. Didn't say a word. And about three weeks later the same thing happened. "Ron, will you put that reel up again?" And the lights came on, and that's when he told the boys, "I have an idea for animation in this."

Richard M. Sherman, Composer and Lyricist: He's basically a story man. He wanted the song, moving story, developing story, pushing story. And that was very, very important to him.

George Banks, Mary Poppins (archival, singing): The children must be molded, shaped and taught that life's a looming battle to be faced and fought!

Richard M. Sherman, Composer and Lyricist: Mary Poppins is not a children's story; it's a story about a dysfunctional family that was not paying attention to the most important thing they had, and that was their children. And Walt knew that, and that's what the story was.

Mary Poppins, Mary Poppins (archival, singing): Tomorrow just as you suggest, pressed and dress, Jane and Michael will be at your side.

George Banks, Mary Poppins (archival): Splendid! You've hit the nail right on the -- at my side? Where are we going?

Mary Poppins, Mary Poppins (archival): To the bank of course, exactly as you proposed.

George Banks, Mary Poppins (archival): I proposed?

Mary Poppins, Mary Poppins (archival): Course! Now, if you'll excuse me. Tomorrow's an important day for the children. I shall see they have a proper night's sleep.

Narrator: Mary Poppins debuted in the summer of 1964 and became a box-office smash. It was also Walt Disney's most deliberate refashioning of the hard-hearted father story -- a miraculous parental transformation.

George Banks, Mary Poppins (archival, singing): Tuppence for paper and strings, you can have your own set of wings! With your feet on the ground, you're a bird in flight with your fist holding tight, to the string of your kite. Ooh, ooh; let's go fly a kite! Up to the highest height!

Narrator: "You have made a great many pictures that have touched the hearts of the world," wrote legendary producer Samuel Goldwyn. "But you have never made one so completely the fulfillment of everything a great motion picture should be."

George Banks, Mary Poppins (archival, singing): …Up where the air is clear. Oh let's go...

Carmenita Higginbotham, Art Historian: He is able to produce a film on his terms that has a narrative that is very much about family.

Banks family, Mary Poppins (archival, singing): Let's go fly a kite!

Carmenita Higginbotham, Art Historian: About the healing of the family.

Carmenita Higginbotham, Art Historian: He's finally being embraced by those whose validation he has always sought.

Chorus Mary Poppins (archival, singing): Oh, let's go, fly a kite!

Narrator: Mary Poppins premiered into a different America than had Mickey Mouse, Snow White and Pinocchio. American teenagers were discovering The Beatles, and Bob Dylan, and James Brown, and beginning to worry about a growing war in a place called Vietnam. The entire country, meanwhile, was convulsed by momentous new Civil Rights laws. Riots in New York and Los Angeles and segregationist intimidation in the Deep South were beamed into television sets in living rooms across the country.

Susan Douglas, Media Historian: The gap is growing wider and wider between Disney's version of America, and what's really going on in the country, which is all of these fissures being exposed.

Narrator: Critics slammed him. "Genuine feeling is ignored," said one, "the imagination of children bludgeoned with mediocrity."

Hayley Mills, Sharon McKendrick, The Parent Trap (archival, singing): Let's get together, yeah-yeah-yeah! Think of all that we could share!

Sarah Nilsen, Film Historian: Watered down, no edge, devoid of any kind of distinctive ethnicity, any kind of diversity, this white, middle class, Protestant value system is what he really gets identified with. Many of those people that celebrated the 30s Disney as this visionary are now saying, "You're conservative. The values you're selling are conservative. We no longer agree with them. Those are not our values."

Band Leader, The Mickey Mouse Club (archival): The next number will be a ladies tag dance.

Narrator: The truth was, Disney's commercial success depended on a certain set of traditional values -- which were sometimes racist and sexist.

Susan Douglas, Media Historian: There were a lot of ways Disney ignored major differences in our society, sought to erase them, or sought to keep marginalized people in their place.

Nancy Olson, Betsy Brainard, The Absent-Minded Professor (archival): I didn't say I was going to take the position. All I said was --

Fred MacMurray, Professor Ned Brainard, The Absent-Minded Professor (archival): Betsy, no wife of mine is going to work. Not as long as I have a spark of life left in my body.

Narrator: Disney was aware of the knocks against him, but he wasn't going to let the critics change his work.

Ron Miller, Son-in-Law: There was a film critic for the New York Times, Bosley Crowther, there was this film, and Bosley was criticizing the film for corn. Too much corn. Just corny.

Chorus, Bon Voyage (archival, singing): Kiss me on the Eiffel tower.

Ron Miller, Son-in-Law: Walt and I happened to have lunch that day, and I said, "Did you happen to see the review?" and he said, "Yeah." He said, "He's got to realize, I like corn. I love corn. That's what I'm all about."

Narrator: Word started to get around in 1965 that Walt Disney was buying up enormous tracts of land in central Florida. By the time Disney was ready to go public, the company already owned 27,000 acres, giving him a building lot bigger than the island of Manhattan.

W. Haydon Burns, Governor of Florida (archival): Walt Disney, who will bring a new world of entertainment, pleasure, and economic development to the state of Florida. Walt Disney.

Walt Disney (archival): Thank you, Governor.

W. Haydon Burns, Governor of Florida (archival): What type of attraction and what type of usage will be made at this great location?

Walt Disney (archival): We have many things in mind that could make this unique and different than Disneyland.

W. Haydon Burns, Governor of Florida (archival): Will it be a Disneyland?

Walt Disney (archival): Well, I've always said there will never be another Disneyland, Governor...

Narrator: Walt remained cagey about the scope and outlines of what he called Project Future.

Walt Disney (archival): …We know the basic things that have this what I call family appeal.

Narrator: Only a handful of company insiders knew what he was planning: the Experimental Prototype Community of Tomorrow, or EPCOT.

Don Hahn, Animator: It's like, "I did the mouse. That was great. Yeah, I affected popular culture. I made movies and things, but is that a real contribution or is that just popcorn? Am I just this fugitive guy that is doling out popular culture for people to consume and it's here today and gone tomorrow? Is it fast food?" And I think that turns to thoughts of, "Well, if it is, then what is my legacy?

Nancy Koehn, Historian: What can you leave the world? What can you create for the world that will outlast you? Well, the city of the future, a city where there is prosperity and possibility and hope.

Bob Gurr, Designer: A lot of people had talked about it, nobody'd really done anything about it, and I got the impression Walt felt that, well, by golly, he could do this.

Floyd Norman, Animator: He was now being a futurist, a visionary, and building a functioning, working city of tomorrow, a city that would be a model for the United States and perhaps even for the rest of the world.

Rolly Crump, Designer: He used to get so goddamn excited about EPCOT. When he'd talk about it, it was like he'd just come back from the moon yesterday. He was just so thrilled.

Narrator, E.P.C.O.T. (archival): No city of today will serve as the guide for the city of tomorrow. Epcot will be a planned environment, demonstrating to the world what American communities can accomplish through proper control of planning and design, business and commerce.

Narrator: Disney's design called for a high-density town center with hotels and corporate offices, a greenbelt for recreation and entertainment, and a low-density residential area with schools and parks and playgrounds. It would all be knit together by the most efficient and convenient public transportation -- and by a common purpose: progress, Disney-style.

Rolly Crump, Designer: He wanted all the major companies in the United States to have our research and development organizations as part of EPCOT right next door to each other. So GE would be right next door to Ford. Ford would be right next door to General Motors. All these research divisions for all these big companies would become close.

Narrator, E.P.C.O.T. (archival): But most important, this entire 50 acres of city streets and buildings will be completely enclosed. In this climate controlled environment, shoppers and theater-goers and people just out for a stroll will enjoy ideal weather conditions.

Bob Gurr, Designer: Walt's got these drawings of EPCOT laid out on the table, and we're all talking about everything, and he was pointing out what's going to go here and what's going to go there. And he kind of tapped the drawing kind of funny, and uh he said, "Well, I'm going to put this little park bench right here, and Lilly and I are going to sit here we're going to watch people." He's seeing it as a giant project, but he's seeing it as a place where he knows he's going to put his own park bench.

Narrator: Disney allowed himself a rare treat in the summer of 1966; he left his studio for a two-week vacation with his wife, daughters, Diane and Sharon, and their growing families.

Ron Miller, Son-in-Law: This gentleman offered Walt his yacht to tour the coastline of Canada and up into Alaska. We had Sharon and Bob and her child, and then we had all our kids. His room was right next to our room, and he was coughing an awful lot, all night long. Diane was very concerned. But he had fun. He said, "We're going to have to do this more often."

Walt Disney, E.P.C.O.T. (archival): Welcome to a little bit of Florida, here in California. This is where the early planning is taking place for our so-called uh, "Disney World Project." But the basic…

Narrator: On October 27, 1966, Walt Disney spent the day on the studio soundstage shooting his part in a promotional film about his new pet project.

Walt Disney, E.P.C.O.T. (archival): The most exciting, by far the most important part of our Florida project, in fact the heart of every thing we'll be doing in Disney World, will be our Experimental Prototype City of Tomorrow. We call it EPCOT.

Narrator: The effort winded the 64 year-old so badly he needed oxygen between takes.

Bob Gurr, Designer: He didn't look good. He didn't feel good. He just seemed to be almost permanently grumpy. The word around the lot was, "Well, he's not feeling too well."

Narrator: Disney's old polo injury was giving him trouble. His neck hurt; his shoulder hurt; he was having trouble with his hip and sometimes dragged his leg when he walked. "My nerves are shot to hell," he admitted to Hazel George. "And the pain is driving me nuts." He finally gave in and scheduled spinal surgery, but in the pre-operative exam at a hospital across the street from the studio, doctors discovered something else to be worried about: a mass on one of his lungs. The diagnosis was cancer; the prognosis was bad. Doctors told him he had two years at most.

Ron Miller, Son-in-Law: Walt, the optimist that he was, felt he was going to lick it. He said, "You know, it's one of these things. I've smoked all my life, and I've seen people who have smoked all their life and they didn't have lung cancer. I thought it would never happen to me. And it happened."

Richard M. Sherman, Composer and Lyricist: Nobody let us in on it. Maybe some of the inner circle might have known it was more serious. But I didn't. And one day we were looking at a rough cut of this film, and Walt was there in the hall. And as he passed us, in the hall, we were standing there, he looked at us and he said, "Keep up the good work, fellas." It's the first time, and the only time, he ever complimented our work, and he winked at us, and walked down the hall.

Narrator: Walt did not return to the studio as usual the next day. He checked himself back into the hospital instead.

Alice M. Davis, Costume Designer: Roy would get up very early in the morning and go to see Walt. And Walt always complained about his feet being cold, so Roy would stand there and rub his feet and get them warm.

Narrator: On the night of December 14th, 1966, Walt sent Lillian home from his bedside to get some rest. He promised her he was feeling stronger. Roy stayed behind, and sat at the bedside while his kid brother, flat on his back, pointed up to the ceiling tiles, trying to explain the vision of Disney World and EPCOT that shimmered before him, trying to make Roy see it as he did. "Now there is where the highway will run," he explained. "And there is the route for the monorail."

Ruthie Tompson, Ink and Paint Artist: I went down to get my haircut. And it was a gal in the barbershop, and she was cutting my hair and she says, "Too bad about Walt." And I said, "Oh, he's going to be okay. He'll be back next week." "No. He died." Well, I couldn't get out of that chair quicker to get home. And my mother, my cousin, are just like this. They wouldn't even talk to me. Well, that was a bad day.

Ron Miller, Son-in-Law: I was next door at the studio. And I rushed over, and he was gone.

Richard M. Sherman, Composer and Lyricist: I heard somebody shrieking and running down the hall. It was one of the secretaries. And I opened the door, and everybody was rushing into the hallway. "Walt died." Nobody could believe it. And we all gathered in Bill Anderson's office, a whole bunch of us. And they were crying. Men were crying. I was crying. It was terrible, it was horrible. It was just horrible.

Rolly Crump, Designer: I was in my office in the model shop and John Hench came out and told me Walt passed. And everybody was just, you know, it was just like it'd taken the breath out of us. It was like the end of the world. Like the end of the world.

News Announcer #1 (archival audio): Walt Disney is dead tonight, at the age of 65.

News Announcer #2 (archival audio): ...undergone surgery last month for removal of part of his left lung...

Narrator: Walt Disney's death was front-page news the next day, across the country and around the world.

News Announcer #1 (archival audio): Of his success, Disney has said, "There's no magic formula. Children all over the world have one thing in common, love of laughter."

Narrator: In the year after he died, nearly seven million people visited Disneyland. Tens of millions around the world listened to a Disney record, or bought Disney-licensed merchandise, or tuned into Walt's television show. Hundreds of millions saw one of Walt Disney's movies.

Carmenita Higginbotham, Art Historian: That sense of happiness, that sense of American identity, those are things that you want to achieve and Disney offers that to you.

Neal Gabler, Biographer: He's either the man who ruined American culture and brought all of this fakeness into our lives, or he's the man who inspired us and gave us hours and hours of entertainment.

Don Hahn, Animator: Walt Disney represented more than just a guy. He was an ethos. He was a way of approaching life. And whether you hated him or loved him there was no one that could argue with his effect on 20th century culture.

Pinocchio, Pinocchio (archival): I can move, I can talk!

Sarah Nilsen, Film Historian: "How do we deal with growing up?

Pinocchio, Pinocchio (archival): I can walk!

Faline, Bambi (archival): Bambi!

Sarah Nilsen, Film Historian: What does it mean when we leave childhood behind? How do we deal with death? They're questions all humans deal with no matter what period, no matter what culture.

Ron Suskind, Writer: Disney goes back and taps old myths and old narrative arcs that are deeply rooted in all of us. What is the meaning of my life, what is my journey really born of? How can I discover who I am?

Carmenita Higginbotham, Art Historian: He affects all of us. No one is untouched by Walt Disney.

Neal Gabler, Biographer: There aren't that many figures in American culture who cover as many bases, who do as many things, as Walt Disney. Disney was somebody who understood the American psyche. He was also someone who anticipated the future of the American psyche. He understood a whole lot about us.